§ 7-61-120 — Assignment of limited partner's interest

(1) A limited partner's
interest is assignable.

(2) A substituted limited partner is a person admitted to all the rights of a
limited partner who has died or has assigned the limited partner's interest in a
partnership.

(3) An assignee who does not become a substituted limited partner has no
right to require any information or accounting of the partnership transactions or to
inspect the partnership books. The assignee is only entitled to receive the share of
the profits or other compensation by way of income or the return of the contribution
to which the assignee's assignor would otherwise be entitled.

(4) An assignee shall have the right to become a substituted limited partner
if all the members, except the assignor, consent thereto or if the assignor, being
empowered by the certificate, gives the assignee that right.

(5) An assignee becomes a substituted limited partner when the certificate
is appropriately amended in accordance with section 7-61-126.

(6) The substituted limited partner has all the rights and powers and is
subject to all the restrictions and liabilities of the substituted limited partner's
assignor, except those liabilities of which the substituted limited partner was
ignorant at the time the substituted limited partner became a limited partner and
that could not be ascertained from the certificate.

(7) The substitution of the assignee as a limited partner does not release the
assignor from liability to the partnership under sections 7-61-108 and 7-61-118.

Legislative History

Source: L. 31: p. 636, � 19. CSA: C. 123, � 62. CRS 53: � 104-2-19. C.R.S. 1963: � 104-2-19. L. 2004: (2), (3), and (6) amended, p. 1438, � 119, effective July 1.