Person erroneously believing self to be limited partner.
R.I. Gen. Laws § 7-13.1-306
in effect7-13.1-306. Person erroneously believing self to be limited partner.
(a) Except as otherwise provided in subsection (b) of this section, a person that makes
an investment in a business enterprise and erroneously but in good faith believes
that the person has become a limited partner in the enterprise is not liable for the
enterprise’s obligations by reason of making the investment, receiving distributions
from the enterprise, or exercising any rights of or appropriate to a limited partner,
if, on ascertaining the mistake, the person:
(1) Causes an appropriate certificate of limited partnership, amendment, or statement
of correction to be signed and delivered to the secretary of state for filing; or
(2) Withdraws from future participation as an owner in the enterprise by signing and delivering
to the secretary of state for filing a statement of negation under this section.
(b) A person that makes an investment described in subsection (a) of this section is liable
to the same extent as a general partner to any third party that enters into a transaction
with the enterprise, believing in good faith that the person is a general partner,
before the secretary of state files a statement of negation, certificate of limited
partnership, amendment, or statement of correction to show that the person is not
a general partner.
(c) If a person makes a diligent effort in good faith to comply with subsection (a)(1)
of this section and is unable to cause the appropriate certificate of limited partnership,
amendment, or statement of correction to be signed and delivered to the secretary
of state for filing, the person has the right to withdraw from the enterprise pursuant
to subsection (a)(2) of this section even if the withdrawal would otherwise breach
an agreement with others that are or have agreed to become co-owners of the enterprise.
P.L. 2022, ch. 121, § 2, effective January 1, 2023; P.L. 2022, ch. 122, § 2, effective
January 1, 2023.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-13.1/7-3/7-13.1-306.htmFetched: 10/20/2026