Okla. Stat. tit. 54, § 54-500-306A
This is the official text of Okla. Stat. tit. 54, § 54-500-306A, part of Oklahoma’s Stat. tit. 54, — part of the compiled statutory law of Oklahoma, published by the state as "Stat. tit. 54,." Browse the sections below, each linked to its official government source.
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Person erroneously believing self to be limited
Official statutory text
partner.
PERSON ERRONEOUSLY BELIEVING SELF TO BE LIMITED PARTNER.
(a) Except as otherwise provided in subsection (b) of this
section, a person that makes an investment in a business enterprise
and erroneously but in good faith believes that the person has
become a limited partner in the enterprise is not liable for the
enterprise’s obligations by reason of making the investment,
receiving distributions from the enterprise, or exercising any
rights of or appropriate to a limited partner, if, on ascertaining
the mistake, the person:
(1) causes an appropriate certificate of limited partnership,
amendment, or statement of correction to be signed and delivered to
the Secretary of State for filing; or
(2) withdraws from future participation as an owner in the
enterprise by delivering written notice to the enterprise.
(b) A person that makes an investment described in subsection
(a) of this section is liable to the same extent as a general
partner to any third party that enters into a transaction with the
enterprise, believing in good faith that the person is a general
partner, before the Secretary of State files a certificate of
limited partnership, amendment, or statement of correction to show
that the person is not a general partner or the person delivers
written notice of the person’s withdrawal.
(c) If a person makes a diligent effort in good faith to comply
with paragraph (1) of subsection (a) of this section and is unable
to cause the appropriate certificate of limited partnership,
amendment, or statement of correction to be signed and delivered to
the Secretary of State for filing, the person has the right to
withdraw from the enterprise pursuant to paragraph (2) of subsection
(a) of this section even if the withdrawal would otherwise breach an
agreement with others that are or have agreed to become co-owners of
the enterprise.
PERSON ERRONEOUSLY BELIEVING SELF TO BE LIMITED PARTNER.
(a) Except as otherwise provided in subsection (b) of this
section, a person that makes an investment in a business enterprise
and erroneously but in good faith believes that the person has
become a limited partner in the enterprise is not liable for the
enterprise’s obligations by reason of making the investment,
receiving distributions from the enterprise, or exercising any
rights of or appropriate to a limited partner, if, on ascertaining
the mistake, the person:
(1) causes an appropriate certificate of limited partnership,
amendment, or statement of correction to be signed and delivered to
the Secretary of State for filing; or
(2) withdraws from future participation as an owner in the
enterprise by delivering written notice to the enterprise.
(b) A person that makes an investment described in subsection
(a) of this section is liable to the same extent as a general
partner to any third party that enters into a transaction with the
enterprise, believing in good faith that the person is a general
partner, before the Secretary of State files a certificate of
limited partnership, amendment, or statement of correction to show
that the person is not a general partner or the person delivers
written notice of the person’s withdrawal.
(c) If a person makes a diligent effort in good faith to comply
with paragraph (1) of subsection (a) of this section and is unable
to cause the appropriate certificate of limited partnership,
amendment, or statement of correction to be signed and delivered to
the Secretary of State for filing, the person has the right to
withdraw from the enterprise pursuant to paragraph (2) of subsection
(a) of this section even if the withdrawal would otherwise breach an
agreement with others that are or have agreed to become co-owners of
the enterprise.
Status: in_force · Read it on the official government site
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