                                 CODE OF VIRGINIA

PERSON ERRONEOUSLY BELIEVING HIMSELF LIMITED PARTNER (§ 50-73.25)

A. Except as provided in subsection B of this section, a person who makes a
contribution to a partnership and erroneously but in good faith believes that he
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, 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 partnership by executing
   and filing with the Commission a certificate declaring his withdrawal under
   the provisions of 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 partnership prior to the occurrence of either of the events
referred to in subsection A of this section if: (i) such person knew or should
have known either that no certificate has been filed or that the certificate
inaccurately refers to him as a general partner and (ii) the other person
actually believed in good faith that the person was a general partner at the
time of the transaction and acted in reliance on such belief.

HISTORY: 1985, c. 607; 1987, c. 702.