{"law_id":"786599","section_number":"50-73.25","catch_line":"Person erroneously believing himself limited partner","history":"1985, c. 607; 1987, c. 702.","order_by":null,"metadata":false,"court_decisions":{},"official_url":"http:\/\/law.lis.virginia.gov\/vacode\/50-73.25\/","refers_to":false,"url":"\/50-73.25\/","token":"50\/2.1\/3\/50-73.25","structure":{"1":{"id":"1139","name":"Limited Partners","identifier":"3","label":"article","url":"\/50\/2.1\/3\/"},"2":{"id":"239","name":"Virginia Revised Uniform Limited Partnership Act","identifier":"2.1","label":"chapter","url":"\/50\/2.1\/"},"3":{"id":"238","name":"Partnerships","identifier":"50","label":"title","url":"\/50\/"}},"referred_to_by":[{"id":"766364","section_number":"50-73.23","catch_line":"Voting","url":"\/50-73.23\/"}],"edition_id":"11","section_id":"786599","structure_id":"1139","full_text":"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 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, he:\r\rB 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 partnership prior to the occurrence of either of the events referred to in subsection A of this section if: (i) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner and (ii) the other person 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.\r\r","text":{"0":{"id":"2537524","text":"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 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, he:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1},"1":{"id":"2537525","text":" Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2},"2":{"id":"2537526","text":" Withdraws from future equity participation in the partnership by executing and filing with the Commission a certificate declaring his withdrawal under the provisions of this section.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2},"3":{"id":"2537527","text":"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 partnership prior to the occurrence of either of the events referred to in subsection A of this section if: (i) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner and (ii) the other person 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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1}},"ancestry":{"1":{"id":"1139","name":"Limited Partners","identifier":"3","label":"article","url":"\/50\/2.1\/3\/"},"2":{"id":"239","name":"Virginia Revised Uniform Limited Partnership Act","identifier":"2.1","label":"chapter","url":"\/50\/2.1\/"},"3":{"id":"238","name":"Partnerships","identifier":"50","label":"title","url":"\/50\/"}},"structure_contents":{"0":{"id":"791091","structure_id":"1139","section_number":"50-73.22","catch_line":"Repealed","url":"\/50-73.22\/","token":"50\/2.1\/3\/50-73.22"},"1":{"id":"778154","structure_id":"1139","section_number":"50-73.22:1","catch_line":"Admission of limited partners","url":"\/50-73.22:1\/","token":"50\/2.1\/3\/50-73.22:1"},"2":{"id":"766364","structure_id":"1139","section_number":"50-73.23","catch_line":"Voting","url":"\/50-73.23\/","token":"50\/2.1\/3\/50-73.23"},"3":{"id":"765991","structure_id":"1139","section_number":"50-73.24","catch_line":"Liability to third parties","url":"\/50-73.24\/","token":"50\/2.1\/3\/50-73.24"},"4":{"id":"786599","structure_id":"1139","section_number":"50-73.25","catch_line":"Person erroneously believing himself limited partner","url":"\/50-73.25\/","token":"50\/2.1\/3\/50-73.25"},"5":{"id":"784252","structure_id":"1139","section_number":"50-73.26","catch_line":"Information","url":"\/50-73.26\/","token":"50\/2.1\/3\/50-73.26"}},"previous_section":{"id":"765991","structure_id":"1139","section_number":"50-73.24","catch_line":"Liability to third parties","url":"\/50-73.24\/","token":"50\/2.1\/3\/50-73.24"},"next_section":{"id":"784252","structure_id":"1139","section_number":"50-73.26","catch_line":"Information","url":"\/50-73.26\/","token":"50\/2.1\/3\/50-73.26"},"references":false,"formats":{"txt":"\/50-73.25.txt","json":"\/50-73.25.json","xml":"\/50-73.25.xml"},"dublin_core":{"Title":"Person erroneously believing himself limited partner","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.25","Relation":"Code of Virginia"},"plain_text":"                                 CODE OF VIRGINIA\n\nPERSON ERRONEOUSLY BELIEVING HIMSELF LIMITED PARTNER (\u00a7 50-73.25)\n\nA. Except as provided in subsection B of this section, a person who makes a\ncontribution to a partnership and erroneously but in good faith believes that he\nhas become a limited partner in the partnership is not a general partner in the\npartnership and is not bound by its obligations by reason of making the\ncontribution, receiving distributions from the partnership, or exercising any\nrights of a limited partner, if, on ascertaining the mistake, he:\n\n   1.  Causes an appropriate certificate of limited partnership or a certificate\n   of amendment to be executed and filed; or\n\n   2.  Withdraws from future equity participation in the partnership by executing\n   and filing with the Commission a certificate declaring his withdrawal under\n   the provisions of this section.\n\nB. A person who makes a contribution of the kind described in subsection A of\nthis section is liable as a general partner to any third party who transacts\nbusiness with the partnership prior to the occurrence of either of the events\nreferred to in subsection A of this section if: (i) such person knew or should\nhave known either that no certificate has been filed or that the certificate\ninaccurately refers to him as a general partner and (ii) the other person\nactually believed in good faith that the person was a general partner at the\ntime of the transaction and acted in reliance on such belief.\n\nHISTORY: 1985, c. 607; 1987, c. 702."}