KRS 362.2-306: Person erroneously believing self limited partner.

(1) Except as otherwise provided in subsection (2) 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:

(a) Causes an appropriate certificate of limit ed partnership, amendment, or

statement of correction to be signed and delivered to the Secretary of State for

filing; or

(b) Withdraws from future participation as an owner in the enterprise by signing

and delivering to the Secretary of State for filing a statement of withdrawal

under this section.

(2) A person that makes an investment described in subsection (1) 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, believin g in good faith that the person is a general

partner, before the Secretary of State files a statement of withdrawal, certificate of

limited partnership, amendment, or statement of correction to show that the person

is not a general partner.

(3) If a person makes a diligent effort in good faith to comply with subsection (1)(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 fo r filing, then the person has the right to withdraw from the enterprise

pursuant to subsection (1)(b) of this section even if otherwise the withdrawal would

breach an agreement with others that are or have agreed to become co-owners of the

enterprise.