§ 7-61-118 — Liability of limited partner to partnership

(1) A limited partner is
liable to the partnership:

(a) For the difference between the contribution as actually made by the
limited partner and that stated in the certificate as having been made; and

(b) For any unpaid contribution that the limited partner agreed in the
certificate to make in the future, at the time and on the conditions stated in the
certificate.

(2) A limited partner holds as trustee for the partnership:

(a) Specific property stated in the certificate as contributed by the limited
partner but that was not contributed or that has been wrongfully returned; and

(b) Money or other property wrongfully paid or conveyed to the limited
partner on account of the limited partner's contribution.

(3) The liabilities of a limited partner as set forth in this section can be
waived or compromised only by the consent of all members; but a waiver or
compromise shall not affect the right of a creditor of a partnership, who extended
credit or whose claim arose after the filing and before a cancellation or amendment
of the certificate, to enforce such liabilities.

(4) When a contributor has rightfully received the return in whole or in part
of the capital of the contributor's contribution, the contributor is nevertheless liable
to the partnership for any sum, not in excess of such return with interest, necessary
to discharge its liabilities to all creditors who extended credit or whose claims
arose before such return.

Legislative History

Source: L. 31: p. 635, � 17. CSA: C. 123, � 60. CRS 53: � 104-2-17. C.R.S. 1963: � 104-2-17. L. 2004: (1), (2), and (4) amended, p. 1438, � 118, effective July 1.