N.Y. Partnership Law Section 121-304
Person erroneously believing himself a limited partner

(a)

Except as provided in subdivision (b) of this section, a person who makes a contribution to a limited partnership and erroneously but in good faith believes that he has become a limited partner in the limited partnership is not a general partner in the limited partnership and is not bound by its obligations by reason of making the contribution, receiving distributions from the limited partnership or exercising any rights of a limited partner, if, on ascertaining the mistake, he:

(1)

causes an accurate certificate of limited partnership or a certificate of amendment to be executed and filed; or

(2)

withdraws from the partnership by executing and delivering to the limited partnership a written notice declaring withdrawal under this section.

(b)

A person who makes a contribution of the kind described in subdivision (a) of this section is liable as a general partner to any third party who transacts business with the limited partnership (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 reasonably believed, based upon the limited partner’s conduct, that the limited partner was a general partner and extended credit to the partnership in reasonable reliance on the credit of such person.

Source: Section 121-304 — Person erroneously believing himself a limited partner, https://www.­nysenate.­gov/legislation/laws/PTR/121-304 (updated Sep. 22, 2014; accessed Feb. 15, 2025).

121‑101
Definitions 121‑102
Partnership name 121‑103
Reservation of partnership name 121‑104
Statutory designation of secretary of state as agent for service of process 121‑104‑A
Resignation for receipt of process 121‑105
Registered agent 121‑106
Records 121‑107
Nature of business 121‑108
Business transactions of partner with the partnership 121‑109
Service of process on limited partnerships 121‑109‑A
Electronic service of process 121‑110
The partnership agreement 121‑201
Certificate of limited partnership 121‑202
Amendment of the certificate of limited partnership 121‑202‑A
Certificate of change 121‑203
Cancellation of certificate 121‑204
Execution of certificates 121‑205
Execution, amendment or cancellation by judicial act 121‑206
Filing with the department of state 121‑207
Liability for false statement in certificate 121‑208
Restated certificate of limited partnership 121‑301
Admission of limited partners 121‑302
Classes and voting by limited partners 121‑303
Liability to third parties 121‑304
Person erroneously believing himself a limited partner 121‑401
Admission of additional general partners 121‑402
Events of withdrawal of a general partner 121‑403
General powers and liabilities 121‑404
Contributions by a general partner 121‑405
Classes and voting by general partners 121‑501
Form of contribution 121‑502
Liability for contributions 121‑503
Sharing of profits and losses 121‑504
Sharing of distributions 121‑601
Interim distributions 121‑602
Withdrawal of a general partner 121‑603
Withdrawal of a limited partner 121‑604
Right to distribution upon withdrawal 121‑605
Distribution in kind 121‑606
Right to distribution 121‑607
Limitations on distribution 121‑701
Nature of partnership interest 121‑702
Assignment of partnership interest 121‑703
Rights of creditor 121‑704
Right of assignee to become limited partner 121‑705
Liability upon assignment 121‑706
Power of estate of deceased or incompetent partner 121‑801
Nonjudicial dissolution 121‑802
Judicial dissolution 121‑803
Winding up 121‑804
Distribution of assets 121‑901
Law governing 121‑902
Application for authority, contents 121‑903
Certificate of amendment 121‑903‑A
Certificate of change 121‑904
Application for authority 121‑905
Surrender of certificate of authority 121‑906
Termination of existence 121‑907
Doing business without certificate of authority 121‑908
Violations 121‑1001
Parties to actions 121‑1002
Limited partners’ derivative action 121‑1003
Security for expenses 121‑1004
Indemnification of general partner 121‑1101
Merger and consolidation of limited partnerships 121‑1102
Procedure for merger or consolidation 121‑1103
Certificate of merger or consolidation 121‑1104
Effect of merger or consolidation 121‑1105
Payment for interest of dissenting limited partners 121‑1106
Mergers and consolidations involving other business entities 121‑1201
Existing limited partnership 121‑1202
Adoption by previously formed limited partnerships 121‑1300
Fees
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Accessed:
Feb. 15, 2025

Last modified:
Sep. 22, 2014

§ 121-304’s source at nysenate​.gov

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