{"data":{"id":"us-nj/n.j.-stat.-42-2a-28","jurisdiction":"us-nj","citation":"N.J. Stat. § 42:2A-28","heading":"Person erroneously believing himself a limited partner","body":"Person erroneously believing himself a limited partner.\na.   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 that no certificate of limited partnership was ever filed with the Secretary of State or a certificate of limited partnership has been filed which names the person as a general partner in the enterprise he promptly:\n(1)  Causes an appropriate certificate of limited partnership, certificate of correction or a certificate of amendment to be executed and filed; or\n(2)  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.\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 transacted business with the enterprise if the third party actually believed in good faith that the person was a general partner at the time of the transaction and no certificate of limited partnership was ever filed or a certificate of limited partnership was filed which names the person as a general partner, and:\n(1)  The business is transacted before an appropriate certificate of limited partnership is filed stating that the enterprise is a limited partnership and indicating in effect that the person is not a general partner;\n(2)  In the case of an amendment, it is after expiration of the 30-day period for filing an amendment indicating in effect that the person is not a general partner under section 16 of P.L. 1983, c. 489 (C. 42:2A-17) and the amendment has not been filed;\n(3)  Before the person withdraws, and an appropriate certificate, as provided in section 27 of P.L. 1983, c. 489 (C. 42:2A-28), is filed to show the withdrawal; or\n(4)  The business is transacted before an appropriate certificate of correction is filed indicating in effect that the person is not a general partner and the third party actually relied in good faith upon the foregoing inaccuracy and is adversely affected by the correction.\nL. 1983, c. 489, s. 27; amended 1988,c.130,s.15.","path":["TITLE 42 PARTNERSHIPS AND PARTNERSHIP ASSOCIATIONS"],"source_url":"https://pub.njleg.state.nj.us/statutes/STATUTES-TEXT.zip","current_through":"P.L.2025, c.405, and J.R.22","vintage":"","retrieved_at":"2026-08-27T17:54:13Z","sha256":"dfc09a11a87618007aee759aee2ec9617a7da1ce13744430002d58f594f12540","source_id":"us-nj","stale":true,"prev":"us-nj/n.j.-stat.-42-2a-27","next":"us-nj/n.j.-stat.-42-2a-29"},"notice":"GroundRules: Original legal text. Not legal advice."}