Colorado § 7-61-117 Withdrawal or reduction of limited partner's contribution

Colorado Statutes

§ 7-61-117 — Withdrawal or reduction of limited partner's contribution

Colorado § 7-61-117

Title 07Corporations

Art.Uniform Limited Partnership Law of 1931

This text of Colorado § 7-61-117 (Withdrawal or reduction of limited partner's contribution) is published on Counsel Stack Legal Research, covering Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Colo. Rev. Stat. § 7-61-117 (2026).

Text

(1)A limited partner shall not receive from a general partner or out of partnership property any part of the limited partner's contributions until:

(a)All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;

(b)The consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of subsection (2) of this section; and

(c)The certificate is canceled or so amended as to state the withdrawal or reduction.

(2)Subject to the provisions of subsection (1) of this section, a limited partner may rightfully demand the return of the limited partner's contribution:

(a)On the

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(1) A
limited partner shall not receive from a general partner or out of partnership
property any part of the limited partner's contributions until:

(a) All liabilities of the partnership, except liabilities to general partners and
to limited partners on account of their contributions, have been paid or there
remains property of the partnership sufficient to pay them;

(b) The consent of all members is had, unless the return of the contribution
may be rightfully demanded under the provisions of subsection (2) of this section;
and

(c) The certificate is canceled or so amended as to state the withdrawal or
reduction.

(2) Subject to the provisions of subsection (1) of this section, a limited
partner may rightfully demand the return of the limited partner's contribution:

(a) On the dissolution of a partnership;

(b) When the date stated in the certificate for its return has arrived; or

(c) After the limited partner has given six months' notice in writing to all
other members if no time is stated in the certificate either for the return of the
contribution or for the dissolution of the partnership.

(3) In the absence of any statement in the certificate to the contrary or the
consent of all members, a limited partner, irrespective of the nature of the limited
partner's contribution, has only the right to demand and receive cash in return for
such contribution.

(4) A limited partner may have the partnership dissolved and its affairs
wound up when:

(a) The limited partner rightfully but unsuccessfully demands the return of
the limited partner's contribution; or

(b) The other liabilities of the partnership have not been paid or the
partnership property is insufficient for their payment as required by subsection
(1)(a) of this section and the limited partner would otherwise be entitled to the
return of the limited partner's contribution.

Legislative History

Source: L. 31: p. 633, � 16. CSA: C. 123, � 59. CRS 53: � 104-2-16. C.R.S. 1963: � 104-2-16. L. 2003: (1)(c), (2)(b), and (2)(c) amended, p. 2240, � 119, effective July 1, 2004. L. 2004: IP(1), IP(2), (2)(c), (3), and (4) amended, p. 1437, � 117, effective July 1.