Missouri § 359.211 - Liability of person erroneously believing himself to be a limited partner — certificate of withdrawal.
Full text of Missouri Revised Statutes of Missouri § 359.211 — Liability of person erroneously believing himself to be a limited partner — certificate of withdrawal., with citation guidance and answers to common questions.
§ 359.211. Liability of person erroneously believing himself to be a limited partner — certificate of withdrawal.
1. Except as provided in subsection 2 of 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:
(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or
(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.
2. A person who makes a contribution of the kind described in subsection 1 of this section is liable as a general partner to any third party who transacts business with the enterprise (1) before the person withdraws and an appropriate certificate is filed to show withdrawal, or (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.
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(L. 1985 H.B. 512 & 650, A.L. 1990 H.B. 1432)
---- end of effective 28 Aug 1990 ----
Source: official Missouri text · Last verified 2026-08-27
Frequently Asked Questions About Missouri § 359.211
What does Revised Statutes of Missouri § 359.211 cover?
Section 359.211 ("Liability of person erroneously believing himself to be a limited partner — certificate of withdrawal.") is part of the Revised Statutes of Missouri, the codified statutory law of Missouri. 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 Missouri § 359.211?
A common citation format is "Revised Statutes of Missouri § 359.211" (Missouri). 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 Missouri law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Missouri official source linked on this page or consult a licensed Missouri attorney.
How does Missouri § 359.211 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Missouri 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 Missouri.