(a) Except as provided in subsection (b) of this section, a person who makes a contribution to a partnership and erroneously but in good faith believes that he or she has become a limited partner in the partnership is not a general partner in the partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the partnership or exercising any rights of a limited partner, if, within a reasonable time after ascertaining the mistake: (1) In the case of a person who wishes to be a limited partner, he or she causes an appropriate certificate to be executed and filed; or (2) In the case of a person who wishes to withdraw from the partnership, that person takes such action as may be necessary to withdraw. (b) A person who makes a contribution under the circumstances described in subsection (a) of this section is liable as a general partner to any third party who transacts business with the partnership prior to the occurrence of either of the events referred to in subsection (a) of this section: (1) If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to the person as a general partner; and (2) If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.
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