67-252. Persons erroneously believing themselves limited partners; liability.(a) Except as provided in subsection (b) 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, not less than thirty days, after ascertaining the mistake he or she:(1) Causes an appropriate certificate of limited partnership or a certificate of amendment to be executed and filed; or(2) Takes the necessary action to withdraw from the enterprise.(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 enterprise prior to the occurrence of either of the events referred to in such subsection if (1) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him or her as either of the events referred to in such subsection if (1) such person knew or should have known either that no certificate has been filed or that the certificate inaccurately refers to him or her as a general partner and (2) the third party actually believed in good faith that such person was a general partner at the time of the transaction, acted in reasonable reliance on such belief, and extended credit to the enterprise in reasonable reliance on the credit of such person.Source Laws 1981, LB 272, § 20; Laws 1989, LB 482, § 27.
Nebraska Legal Code