{"data":{"id":"us-sd/sdcl-48-7-304","jurisdiction":"us-sd","citation":"SDCL § 48-7-304","heading":"Person erroneously believing himself limited partner.","body":"(a) Except as provided in this section, 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(1) Causes an appropriate certificate of limited partnership or 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.\n(b) A person who makes a contribution of the kind described in subdivision (a) is liable as a general partner to any third party who transacts business with the enterprise:\n(1) Before the person withdraws and an appropriate certificate is filed to show withdrawal; or\n(2) 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 48. PARTNERSHIPS","CHAPTER 48-7. UNIFORM LIMITED PARTNERSHIP ACT"],"source_url":"https://sdlegislature.gov/Statutes/48-7-304","current_through":"2026-08-31","vintage":"","retrieved_at":"2026-09-03T15:18:57Z","sha256":"545e918b06e6956dfe93a8a2ffd1475232ba60f89a83c2585fb1139e94163f2f","source_id":"us-sd","stale":true,"prev":"us-sd/sdcl-48-7-303","next":"us-sd/sdcl-48-7-305"},"notice":"GroundRules: Original legal text. Not legal advice."}