{"data":{"id":"us-va/va.-code-50-73.25","jurisdiction":"us-va","citation":"Va. Code § 50-73.25","heading":"Person erroneously believing himself 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 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, on ascertaining the mistake, he:1. Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or2. Withdraws from future equity participation in the partnership by executing and filing with the Commission a certificate declaring his withdrawal under the provisions of this section.B. A 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 partnership prior to the occurrence of either of the events referred to in subsection A of this section if: (i) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him as a general partner and (ii) the other person actually believed in good faith that the person was a general partner at the time of the transaction and acted in reliance on such belief.1985, c. 607; 1987, c. 702.","path":["Title 50. PARTNERSHIPS","Chapter 2.1. VIRGINIA REVISED UNIFORM LIMITED PARTNERSHIP ACT","Article 3. LIMITED PARTNERS"],"source_url":"https://law.lis.virginia.gov/vacode/50-73.25/","current_through":"9/4/2026","vintage":"","retrieved_at":"2026-09-04T15:16:59Z","sha256":"457170a69e6470b1866581df9c56f97af882d7bdfe7a342708c84374374d9b47","source_id":"us-va","stale":true,"prev":"us-va/va.-code-50-73.24","next":"us-va/va.-code-50-73.26"},"notice":"GroundRules: Original legal text. Not legal advice."}