(a) Except as provided in subsection (b) of 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 a 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 subsection (a) of this section, is liable as a general partner to any third party who transacts business with the enterprise (i) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (ii) 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.
Structure West Virginia Code
Chapter 47. Regulation of Trade
Article 9. Uniform Limited Partnership Act
§47-9-2. Name of Limited Partnership
§47-9-7. Business Transactions of Partner With Partnership
§47-9-8. Certificate and Formation of Limited Partnership
§47-9-9. Amendment to Certificate
§47-9-10. Cancellation of Certificate
§47-9-10a. Administrative Dissolution of a Limited Partnership; Reinstatement; Appeals
§47-9-11. Execution of Certificates
§47-9-12. Judicial Amendment or Cancellation of Certificate
§47-9-13. Filing of Certificate
§47-9-14. Liability for False Statement in Certificate
§47-9-16. Delivery of Certificates to Limited Partners
§47-9-17. Admission of Limited Partners
§47-9-18. Voting by Limited Partners
§47-9-19. Liability to Third Parties
§47-9-20. Person Erroneously Believing Himself Limited Partner
§47-9-21. Right of Limited Partner to Information
§47-9-22. Admission of Additional General Partners
§47-9-23. Events of Withdrawal of General Partner
§47-9-24. General Powers and Liabilities of General Partner
§47-9-25. Contributions by General Partner
§47-9-26. Voting by General Partners
§47-9-27. Form of Contribution
§47-9-28. Liability for Contribution
§47-9-29. Sharing of Profits and Losses
§47-9-30. Sharing of Distributions
§47-9-31. Interim Distributions
§47-9-32. Withdrawal of General Partner
§47-9-33. Withdrawal of Limited Partner
§47-9-34. Distribution Upon Withdrawal
§47-9-35. Distribution in Kind
§47-9-36. Right to Distribution
§47-9-37. Limitations on Distribution
§47-9-38. Liability Upon Return of Contribution
§47-9-39. Nature of Partnership Interest
§47-9-40. Assignment of Partnership Interest
§47-9-42. Right of Assignee to Become Limited Partner
§47-9-43. Power of Estate of Deceased or Incompetent Partner
§47-9-44. Nonjudicial Dissolution
§47-9-45. Judicial Dissolution
§47-9-46. Winding Up of Affairs
§47-9-47. Distribution of Assets
§47-9-48. Law Governing Foreign Limited Partnerships
§47-9-49. Registration of Foreign Limited Partnership
§47-9-50. Issuance of Registration
§47-9-51. Registration of Name of Foreign Limited Partnership
§47-9-52. Foreign Limited Partnership -- Changes and Amendments to Registration
§47-9-53. Foreign Limited Partnership -- Cancellation of Registration
§47-9-53a. Revocation and Reinstatement of Foreign Limited Partnership Certificates of Authority
§47-9-54. Foreign Limited Partnership -- Transaction of Business Without Registration
§47-9-55. Action by Attorney General to Restrain a Foreign Limited Partnership
§47-9-56. Right of Action by Limited Partner
§47-9-57. Proper Plaintiff in Derivative Action
§47-9-58. Pleading in Derivative Action
§47-9-59. Expenses in Derivative Action
§47-9-60. Construction and Application of Article
§47-9-61. Short Title of Article