Kansas Statutes 56-1a,204. Person erroneously believing self to be limited partner
Terms Used In Kansas Statutes 56-1a,204
- Contribution: means any cash, property, services rendered, or a promissory note or other obligation to contribute cash or property or to perform services, which a partner contributes to a limited partnership in the partner's capacity as a partner. See Kansas Statutes 56-1a,101
- General partner: means a person who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement and so named in the certificate of limited partnership or similar instrument of the state or foreign country under which the limited partnership is organized if so required. See Kansas Statutes 56-1a,101
- Limited partner: means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement. See Kansas Statutes 56-1a,101
- Partner: means a limited or general partner. See Kansas Statutes 56-1a,101
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: means a natural person, partnership, domestic or foreign limited partnership, trust, estate, association, corporation, custodian, nominee or any other individual or entity in its own or any representative capacity. See Kansas Statutes 56-1a,101
(a) Except as provided in subsection (b), a person who makes a contribution to a partnership and who erroneously but in good faith believes that the person 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, on ascertaining the mistake, such person withdraws from future equity participation in the enterprise by taking such action as may be necessary to withdraw.
(b) A person who makes a contribution under the circumstances described in subsection (a) 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):
(1) If the 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 the person was a general partner at the time of the transaction and acted in reliance on such belief.