§ 121-304. Person erroneously believing himself a limited partner. (a)
Except as provided in subdivision (b) of this section, a person who
makes a contribution to a limited partnership and erroneously but in
good faith believes that he has become a limited partner in the limited
partnership is not a general partner in the limited partnership and is
not bound by its obligations by reason of making the contribution,
receiving distributions from the limited partnership or exercising any
rights of a limited partner, if, on ascertaining the mistake, he:

(1) causes an accurate certificate of limited partnership or a
certificate of amendment to be executed and filed; or

(2) withdraws from the partnership by executing and delivering to the
limited partnership a written notice declaring withdrawal under this
section.

(b) A person who makes a contribution of the kind described in
subdivision (a) of this section is liable as a general partner to any
third party who transacts business with the limited partnership (i)
before the person withdraws and an appropriate certificate is filed to
show withdrawal, or (ii) before an appropriate certificate is filed to
show that he is not a general partner, but in either case only if the
third party reasonably believed, based upon the limited partner's
conduct, that the limited partner was a general partner and extended
credit to the partnership in reasonable reliance on the credit of such
person.