{"data":{"id":"us-de/6-del.-c.-17-304","jurisdiction":"us-de","citation":"6 Del. C. § 17-304","heading":"Person erroneously believing himself or herself limited partner.","body":"(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 or she 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, within a reasonable time after ascertaining the mistake:\n(1) In the case of a person who wishes to be a limited partner, he or she causes an appropriate certificate to be executed and filed; or\n(2) In the case of a person who wishes to withdraw from the partnership, that person takes such action as may be necessary to withdraw.\n(b) A person who makes a contribution under the circumstances 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:\n(1) If such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to the person as a general partner; and\n(2) If the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief and extended credit to the partnership in reasonable reliance on the credit of such person.","path":["Title 6. Commerce and Trade","SUBTITLE II","Other Laws Relating to Commerce and Trade","CHAPTER 17. Limited Partnerships","Subchapter III. Limited Partners"],"source_url":"https://delcode.delaware.gov/title6/c017/sc03/index.html#17-304","current_through":"2026-08-10 (85 Del. Laws, c. 421, 424)","vintage":"","retrieved_at":"2026-09-05T23:02:07Z","sha256":"d3d98a57a0b863237576ed71a9f03fe44d62fdbc309d728e1a8f63e376b6bda0","source_id":"us-de","stale":true,"prev":"us-de/6-del.-c.-17-303","next":"us-de/6-del.-c.-17-305"},"notice":"GroundRules: Original legal text. Not legal advice."}