§ 7-62-402 — Events of withdrawal

Colorado § 7-62-402

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Colorado Uniform Limited

Text

(1) A person ceases to be a general partner
of a limited partnership upon the happening of any of the following events:

(a) The general partner withdraws from the limited partnership as provided in
section 7-62-602;

(b) The general partner ceases to be a member of the limited partnership as
provided in section 7-62-702;

(c) The general partner is removed as a general partner in accordance with
the partnership agreement;

(d) Unless otherwise provided in writing in the partnership agreement or
unless all partners give their consent in writing at the time, the general partner:

(I) Makes an assignment for the benefit of creditors;

(II) Files a voluntary petition in bankruptcy;

(III) Is adjudicated a bankrupt or insolvent;

(IV) Files a petition or answer seeking for the general partner any
reorganization, arrangement, composition, readjustment, liquidation, dissolution, or
similar relief under any statute, law, or regulation;

(V) Files an answer or other pleading admitting or failing to contest the
material allegations of a petition filed against the general partner in any proceeding
of this nature; or

(VI) Seeks, consents to, or acquiesces in the appointment of a trustee,
receiver, or liquidator of the general partner or of all or any substantial part of the
general partner's properties;

(e) Unless otherwise provided in writing in the partnership agreement or
unless all partners give their consent in writing at the time, if, one hundred twenty
days after the commencement of any proceeding against the general partner
seeking reorganization, arrangement, composition, readjustment, liquidation,
dissolution, or similar relief under any statute, law, or regulation, the proceeding
has not been dismissed; or if, within ninety days after the appointment without the
general partner's consent or acquiescence of a trustee, receiver, or liquidator of the
general partner or of all or any substantial part of the general partner's properties,
the appointment is not vacated or stayed; or if, within ninety days after the
expiration of any such stay, the appointment is not vacated;

(f) In the case of a general partner who is an individual:

(I) The general partner's death; or

(II) The appointment of a guardian or general conservator for the general
partner;

(g) In the case of a general partner who is acting as a general partner by
virtue of being a trustee of a trust, the termination of the trust (but not merely the
substitution of a new trustee);

(h) In the case of a general partner that is a separate partnership, the
dissolution and commencement of winding up of the separate partnership;

(i) In the case of a general partner that is a corporation, the filing of articles
of dissolution, or its equivalent, for the corporation or the revocation of its charter
or articles of incorporation; or

(j) In the case of a general partner that is an estate, the distribution by the
fiduciary of the estate's entire interest in the partnership.

Legislative History

Source: L. 81: Entire article added, p. 442, � 1, effective November 1. L. 86: IP(1)(d) and (1)(e) amended, p. 455, � 21, effective July 1. L. 2004: (1)(d)(IV), (1)(d)(V), (1)(d)(VI), (1)(e), and (1)(f) amended, p. 1442, � 132, effective July 1. L. 2008: (1)(i) amended, p. 19, � 4, effective August 5.