78659950-73.25Virginia Decodedhttps://vacode.org2016PartnershipsVirginia Revised Uniform Limited Partnership ActLimited PartnersPerson erroneously believing himself limited partner1985, c. 607; 1987, c. 702.http://law.lis.virginia.gov/vacode/50-73.25//50-73.25/50/2.1/3/50-73.25

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:section

A

AA1

Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; orsection

A

1

A1A12

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.section

A

2

A2A22

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.section

B

BB1