Indiana § 23-16-4-4 - Person erroneously believing to be limited partner
Full text of Indiana Indiana Code § 23-16-4-4 — Person erroneously believing to be limited partner, with citation guidance and answers to common questions.
§ 23-16-4-4. Person erroneously believing to be limited partner
Sec. 4. (a) Except as provided in subsection (b), a person who makes a contribution to a partnership and erroneously but in good faith believes that the person 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 sixty (60) days after ascertaining the mistake, that person:
(1) in the case of a person who wishes to be a limited partner, causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(2) in the case of a person who wishes to withdraw from the partnership, takes such action as may be necessary to withdraw.
(b) A person who makes a contribution under the circumstances described in subsection (a) is liable as a general partner to any third party who transacts business with the partnership before the occurrence of either of the events referred to in subsection (a) if the third party:
(1) actually believed in good faith that the person was a general partner at the time of the transaction;
(2) acted in reasonable reliance on that belief; and
(3) extended credit to the partnership in reasonable reliance on the credit of that person.
As added by P.L.147-1988, SEC.1.
Source: official Indiana text · Last verified 2026-08-27
Frequently Asked Questions About Indiana § 23-16-4-4
What does Indiana Code § 23-16-4-4 cover?
Section 23-16-4-4 ("Person erroneously believing to be limited partner") is part of the Indiana Code, the codified statutory law of Indiana. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Indiana § 23-16-4-4?
A common citation format is "Indiana Code § 23-16-4-4" (Indiana). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Indiana law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Indiana official source linked on this page or consult a licensed Indiana attorney.
How does Indiana § 23-16-4-4 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Indiana can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Indiana.