RCW 25.10.200
Person erroneously believing that he or she
is limited partner. (Effective until July 1, 2010.)
(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 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, within a
reasonable time after ascertaining the mistake, the person:
(a) Causes an appropriate certificate of limited partnership
or a certificate of amendment to be executed and filed; or
(b) Withdraws from future equity participation in the
enterprise by executing and filing in the office of the secretary
of state a certificate or statement 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 (a)
before the person withdraws and an appropriate certificate is
filed to show withdrawal, or (b) before an appropriate
certificate is filed to show that the person 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.
[1987 c 55 § 16; 1983 c 302 § 1; 1981 c 51 § 20.]