C.R.S. Section 7-60-146
Limitations on distribution from limited liability partnerships

(1)

A limited liability partnership or limited liability limited partnership shall not make a distribution to a general partner to the extent that, at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership or limited liability limited partnership, other than liabilities to general partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the partnership, exceed the fair value of the assets of the partnership; except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this section and sections 7-62-607 and 7-62-608, the term “distribution” shall not include payments to the extent that the payments do not exceed amounts equal to or constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.

(2)

A general partner in a limited liability partnership or limited liability limited partnership who receives a distribution in violation of subsection (1) of this section, and who knew at the time of the distribution that such distribution violated subsection (1) of this section, shall be liable to the partnership for the amount of the distribution. A general partner in a limited liability partnership or limited liability limited partnership who receives a distribution in violation of subsection (1) of this section, and who did not know at the time of the distribution that the distribution violated subsection (1) of this section, shall not be liable for the amount of the distribution. Subject to subsection (3) of this section, this subsection (2) shall not affect any obligation or liability of a general partner under an agreement or other applicable law for the amount of a distribution.

(3)

Unless otherwise agreed, a partner in a limited liability partnership or limited liability limited partnership who receives a distribution from the partnership shall have no liability under this article or other applicable law for the amount of the distribution after the expiration of three years after the date of the distribution unless an action to recover the distribution from such partner is commenced prior to the expiration of the said three-year period and an adjudication of liability against such partner is made in the said action.

Source: Section 7-60-146 — Limitations on distribution from limited liability partnerships, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑60‑101
Short title 7‑60‑102
Definitions 7‑60‑103
Knowledge and notice 7‑60‑104
Rules of construction 7‑60‑105
Rules for cases not covered 7‑60‑106
Partnership defined 7‑60‑107
Partnership determined - how 7‑60‑108
Partnership property 7‑60‑109
Partner agent of partnership 7‑60‑110
Conveyance of real property 7‑60‑111
Admission of partner binds partnership 7‑60‑112
Notice to partner - effect 7‑60‑113
Partner’s wrongful acts - liability 7‑60‑114
Partner’s breach of trust - liability 7‑60‑115
Nature of partner’s liability 7‑60‑116
Liability of purported partner 7‑60‑117
Liability of incoming partner 7‑60‑118
Rights and duties of partners 7‑60‑119
Partnership books 7‑60‑120
Duty to render information 7‑60‑121
Accountable as a fiduciary 7‑60‑122
Right to an account 7‑60‑123
Rights and duties beyond term 7‑60‑124
Property rights of a partner 7‑60‑125
Right in specific property 7‑60‑126
Nature of partner’s interest 7‑60‑127
Assignment of partner’s interest 7‑60‑128
Interest subject to charging order 7‑60‑129
Dissolution defined 7‑60‑130
Dissolution is not termination 7‑60‑131
Causes of dissolution 7‑60‑132
Dissolution by decree of court 7‑60‑133
General effect of dissolution 7‑60‑134
Right of partner to contribution 7‑60‑135
Power of partner to bind partnership after dissolution 7‑60‑136
Effect of dissolution on existing liability 7‑60‑137
Right to wind up 7‑60‑138
Application of partnership property 7‑60‑139
Rights dissolved for fraud 7‑60‑140
Rules for distribution 7‑60‑141
Liability of persons continuing business 7‑60‑142
Rights of retiring partner 7‑60‑143
Accrual of actions 7‑60‑144
Registration of partnerships 7‑60‑144.5
Statement of partnership authority or statement of denial 7‑60‑146
Limitations on distribution from limited liability partnerships 7‑60‑149
Limited liability partnership periodic reports 7‑60‑152.5
Registered agent - service of process 7‑60‑153
Application of corporation case law to set aside limited liability 7‑60‑154
Scope of article - choice of law - application to professions and occupations
Green check means up to date. Up to date

Current through Fall 2024

§ 7-60-146’s source at colorado​.gov