48-7-304. Person erroneously believing himself limited partner.
(a) Except as provided in this section, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, he:
(1)Causes an appropriate certificate of limited partnership or certificate of amendment to be executed and filed; or
(2)Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.
(b) A person who makes a contribution of the kind described in subdivision (a) is liable as a general partner to any third party who transacts business with the enterprise:
(1)Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
(2)Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
Source: SL 1986, ch 391, ยงยง304(a), 304(b).
Structure South Dakota Codified Laws
Chapter 07 - Uniform Limited Partnership Act
Section 48-7-101 - Definitions.
Section 48-7-103 - Reservation of name.
Section 48-7-104 - Specified office and agent.
Section 48-7-105 - Records to be kept.
Section 48-7-106 - Nature of business.
Section 48-7-107 - Business transactions of partner with partnership.
Section 48-7-201 - Content and filing of certificate.
Section 48-7-202 - Amendment to certificate.
Section 48-7-203 - Cancellation of certificate.
Section 48-7-204 - Execution of certificates.
Section 48-7-205 - Execution by judicial act.
Section 48-7-206 - Filing in Office of Secretary of State.
Section 48-7-206.1 - Filing fee.
Section 48-7-206.2 - Effect of filing.
Section 48-7-207 - Liability for false statement in certificate.
Section 48-7-208 - Scope of notice.
Section 48-7-209 - Delivery of certificates to limited partners.
Section 48-7-210 - Filing exact copy of pre-1987 documents.
Section 48-7-301 - Admission of limited partners.
Section 48-7-303 - Liability to third persons.
Section 48-7-304 - Person erroneously believing himself limited partner.
Section 48-7-305 - Information.
Section 48-7-401 - Admission of additional general partners.
Section 48-7-402 - Events of withdrawal.
Section 48-7-403 - General powers and liabilities.
Section 48-7-404 - Contributions by general partner.
Section 48-7-406 - Restrictions on corporate general partner.
Section 48-7-407 - Registration of foreign corporate general partner.
Section 48-7-501 - Form of contribution.
Section 48-7-502 - Liability for contribution.
Section 48-7-503 - Sharing of profits and losses.
Section 48-7-504 - Sharing of distributions.
Section 48-7-601 - Interim distributions.
Section 48-7-602 - Withdrawal of general partner.
Section 48-7-603 - Withdrawal of limited partner.
Section 48-7-604 - Distribution upon withdrawal.
Section 48-7-605 - Distribution in kind.
Section 48-7-606 - Right to distribution.
Section 48-7-607 - Limitations on distribution.
Section 48-7-608 - Liability upon return of contribution.
Section 48-7-701 - Nature of partnership interest.
Section 48-7-702 - Assignment of partnership interest.
Section 48-7-703 - Rights of judgment creditor--Exclusive remedy.
Section 48-7-704 - Right of assignee to become limited partner.
Section 48-7-705 - Power of estate of deceased or incompetent partner.
Section 48-7-801 - Nonjudicial dissolution.
Section 48-7-802 - Judicial dissolution.
Section 48-7-803 - Winding up.
Section 48-7-804 - Distribution of assets.
Section 48-7-901 - Law governing.
Section 48-7-902 - Registration.
Section 48-7-903 - Issuance of registration.
Section 48-7-905 - Changes and amendments.
Section 48-7-906 - Cancellation of registration.
Section 48-7-907 - Transacting of business without registration.
Section 48-7-908 - Action by attorney general.
Section 48-7-1001 - Right of action.
Section 48-7-1002 - Proper plaintiff.
Section 48-7-1101 - Construction and application.
Section 48-7-1102 - Short title.
Section 48-7-1103 - Severability.
Section 48-7-1104 - Effective date, extended effective date, and repeal.
Section 48-7-1105 - Rules for cases not provided for in this chapter.