§ 7-61-110 — General partner - rights - liabilities

(1) A general partner shall
have all the rights and powers and be subject to all the restrictions and liabilities of
a partner in a partnership without limited partners, but without the written consent
or ratification of the specific act by all the limited partners, a general partner or all
of the general partners have no authority to:

(a) Do any act in contravention of the certificate;

(b) Do any act which would make it impossible to carry on the ordinary
business of the partnership;

(c) Confess a judgment against the partnership;

(d) Possess partnership property or assign their rights in specific partnership
property for other than a partnership purpose;

(e) Admit a person as a general partner;

(f) Admit a person as a limited partner, unless the right to do so is given in
the certificate;

(g) Continue the business with partnership property on the death, retirement,
or insanity of a general partner, unless the right to do so is given in the certificate.

(2) For a limited partnership that has made the election permitted by section
7-61-129, the article so elected shall be the governing law for purposes of
subsection (1) of this section. For a limited partnership that has not made the
election permitted by section 7-61-129, article 60 of this title shall be the governing
law for purposes of subsection (1) of this section.

Legislative History

Source: L. 31: p. 630, � 9. CSA: C. 123, � 52. CRS 53: � 104-2-9. C.R.S. 1963: � 104-2-9. L. 97: (2) added, p. 915, � 2, effective January 1, 1998.