{"data":{"id":"us-az/a.r.s.-29-320","jurisdiction":"us-az","citation":"A.R.S. § 29-320","heading":"Person erroneously believing himself limited partner","body":"A. Except as provided in subsection B, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise or exercising any rights of a limited partner if, on ascertaining the mistake, he:\n\n1. Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or\n\n2. Withdraws from future equity participation in the enterprise by executing and filing in the office of the secretary of state a certificate declaring withdrawal under this section.\n\nB. A person who makes a contribution of the kind described in subsection A is liable as a general partner to any third party who transacts business with the enterprise:\n\n1. Before the person withdraws and an appropriate certificate is filed to show withdrawal; or\n\n2. Before an appropriate certificate is filed to show that he is not a general partner, but in either case only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.","path":["Title 29 Partnership"],"source_url":"https://www.azleg.gov/ars/29/00320.htm","current_through":"2026-09-04","vintage":"2026-08-09","retrieved_at":"2026-09-04T00:49:56Z","sha256":"b98f84a3e6fa939ca1f671f9a2c0dd119c4a42e54d764d2e2203c302191791dc","source_id":"us-az","stale":true,"prev":"us-az/a.r.s.-29-319","next":"us-az/a.r.s.-29-3201"},"notice":"GroundRules: Original legal text. Not legal advice."}