Vermont § 3424 - Person erroneously believing himself or herself limited partner

§ 3424. Person erroneously believing himself or herself limited partner

• (a) Except as provided in subsection (b) of this section, a person who makes a contribution
  to a business enterprise and erroneously but in good faith believes that he or she
  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 or she: (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. (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 enterprise before the person withdraws and an appropriate certificate is filed
  to show withdrawal, or before an appropriate certificate is filed to show that he
  or she 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. (Added 1997, No. 149 (Adj. Sess.), § 4, eff. Jan. 1, 1999.)