Colorado § 7-62-401 Admission of general partners

Colorado Statutes

§ 7-62-401 — Admission of general partners

Colorado § 7-62-401

Title 07Corporations

Art.Colorado Uniform Limited

This text of Colorado § 7-62-401 (Admission of general partners) 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. § 7-62-401 (2026).

Text

(1)After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not so provide, with the written consent of all partners. (1.5) A person may be admitted as a general partner to a limited partnership either upon formation of the limited partnership or thereafter without making a contribution or being obligated to make a contribution to the limited partnership or acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission.

(2)Upon the withdrawal of the last remaining general partner, unless otherwise provided in writing in the

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(1) After the filing of a limited
partnership's original certificate of limited partnership, additional general partners
may be admitted as provided in writing in the partnership agreement or, if the
partnership agreement does not so provide, with the written consent of all partners.

(1.5) A person may be admitted as a general partner to a limited partnership
either upon formation of the limited partnership or thereafter without making a
contribution or being obligated to make a contribution to the limited partnership or
acquiring a partnership interest, if in either case such admission is pursuant to a
written partnership agreement or other writing confirming the admission.

(2) Upon the withdrawal of the last remaining general partner, unless
otherwise provided in writing in the partnership agreement for the admission of a
general partner, one or more persons who consent to be general partners shall be
admitted as follows:

(a) A majority of the limited partners may admit one or more general
partners; and

(b) If a majority of the limited partners fails to act within a reasonable time,
the district court for the county in this state in which the street address of the
limited partnership's principal office is located, or, if the limited partnership has no
principal office in this state, the district court for the county in which the street
address of its registered agent is located, or, if the limited partnership has no
registered agent, the district court for the city and county of Denver shall, upon the
application of any limited partner, admit one or more general partners. Such court
may appoint a custodian to manage the business of the limited partnership during
the pendency of the proceedings.

(3) Subsection (2) of this section shall not apply to a limited partnership
formed prior to June 3, 1997, if on or before one year after June 3, 1997, one or more
partners signs and delivers to a general partner an election in writing against the
application of subsection (2) of this section. The general partner shall file any such
election with the records required to be kept by section 7-62-105. The absence of
such an election in the records shall give rise to a presumption that no such election
has been delivered.

Legislative History

Source: L. 81: Entire article added, p. 442, � 1, November 1. L. 86: Entire section amended, p. 455, � 20, effective July 1. L. 97: Entire section amended, p. 1500, � 6, effective June 3. L. 2003: (2)(b) amended, p. 2246, � 137, effective July 1, 2004. L. 2009: (1.5) added, (HB 09-1248), ch. 252, p. 1130, � 6, effective May 14.