2.__Liable to 3rd party.__A person that makes an investment described in subsection 1 is liable to the same extent as a general partner to any 3rd party that enters into a transaction with the enterprise, believing in good faith that the person is a general partner, before the Secretary of State files a statement of withdrawal, certificate of limited partnership, amendment or statement of correction to show that the person is not a general partner.

3.__Right to withdraw without breach.__If a person makes a diligent effort in good faith to comply with subsection 1, paragraph A and is unable to cause the appropriate certificate of limited partnership, amendment or statement of correction to be signed and delivered to the Secretary of State for filing, the person has the right to withdraw from the enterprise pursuant to subsection 1, paragraph B even if the withdrawal would otherwise breach an agreement with others that are or have agreed to become co-owners of the enterprise.

SUBCHAPTER 4

GENERAL PARTNERS

§1351.__Becoming general partner

A person becomes a general partner:

1.__Partnership agreement.__As provided in the partnership agreement;

2.__Admitted general partner.__Under section 1391, subsection 3, paragraph B following the dissociation of a limited partnership's last general partner;

3.__Conversion or merger.__As the result of a conversion or merger under subchapter 11; or

4.__Consent.__With the consent of all the partners.

§1352.__General partner agent of limited partnership

1.__Agent if carrying on in the ordinary course of activities.__ Each general partner is an agent of the limited partnership for the purposes of its activities. An act of a general partner, including the signing of a record in the