{"data":{"id":"us-nc/n.c.-gen.-stat.-59-304","jurisdiction":"us-nc","citation":"N.C. Gen. Stat. § 59-304","heading":"Person erroneously believing himself limited partner.","body":"(a)\tExcept as provided in subsection (b), a person who makes a contribution to a business enterprise and erroneously but in good faith believes that the person 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(1)\tCauses an appropriate certificate of limited partnership [or] certificate of amendment to be executed and filed; or\n(2)\tWithdraws from future equity participation in the enterprise.\n(b)\tA 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 enterprise in the case in which:\n(1)\tThe third party actually believed in good faith that the person was a general partner at the time of the transaction; and\n(2)\tThe third party transacted business with the enterprise before either:\na.\tAn appropriate certificate has been filed pursuant to subsection (a) of this section to reflect that the person is not a general partner; or\nb.\tThe person has given notice to the partnership of withdrawal from future equity participation and before the withdrawal was effective. (1985 (Reg. Sess., 1986), c. 989, s. 2; 1999-362, s. 19.)","path":["Chapter 59. Partnership.","Article 5. Revised Uniform Limited Partnership Act.","Part 3. Limited Partners."],"source_url":"https://www.ncleg.gov/EnactedLegislation/Statutes/HTML/BySection/Chapter_59/GS_59-304.html","current_through":"S.L. 2026-30","vintage":"","retrieved_at":"2026-08-27T18:07:02Z","sha256":"89d74df357bb4f4e622916ed3577d40d4f6af60d5e418538587af48835e45fb2","source_id":"us-nc","stale":false,"prev":"us-nc/n.c.-gen.-stat.-59-303","next":"us-nc/n.c.-gen.-stat.-59-305"},"notice":"GroundRules: Original legal text. Not legal advice."}