Person erroneously believing himself limited partner — Arizona Code § 29-320
Arizona Code § 29-320 — Person erroneously believing himself limited partner. Reproduced from the official Arizona Revised Statutes, with a citation summary, verification link, and related provisions.
§ 29-320. Person erroneously believing himself limited partner
A. Except as provided in subsection B, a person who makes a contribution to a business enterprise and erroneously but in good faith believes that he 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:
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 is liable as a general partner to any third party who transacts business with the enterprise:
1. Before the person withdraws and an appropriate certificate is filed to show withdrawal; or
2. Before an appropriate certificate is filed to show that he 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.
Source: official Arizona text · Last verified 2026-08-27
At a glance
- Citation: Arizona Revised Statutes § 29-320
- Jurisdiction: Arizona
- Code: Arizona Revised Statutes
- Subject: Person erroneously believing himself limited partner
- Text: transcribed from the official source (verify below)
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Statute text is transcribed from the official Arizona Revised Statutes. Confirm it against the primary source before relying on it:
Not legal advice. Verify against the official source and consult a licensed Arizona attorney.
Common questions
What is the source of Arizona Revised Statutes § 29-320?
The text above is transcribed from the Arizona Revised Statutes, the codified statutes of Arizona. The official publisher link appears under "Verify the text" on this page.
What subject does Arizona Revised Statutes § 29-320 address?
It addresses "Person erroneously believing himself limited partner". Read the section together with the surrounding provisions listed under "Nearby provisions" for the full picture.
Is Arizona Revised Statutes § 29-320 still in force?
Statutes are amended, repealed, and renumbered every session. Confirm the current version at the official Arizona source before relying on this text.
Can this page be used as legal advice?
No. This is a reference transcription for research. Applying Arizona law to your facts requires a licensed Arizona attorney who can review the specifics.