C.R.S. Section 7-61-117
Withdrawal or reduction of limited partner’s contribution

(1)

A limited partner shall not receive from a general partner or out of partnership property any part of the limited partner’s contributions until:

(a)

All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;

(b)

The consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of subsection (2) of this section; and

(c)

The certificate is canceled or so amended as to state the withdrawal or reduction.

(2)

Subject to the provisions of subsection (1) of this section, a limited partner may rightfully demand the return of the limited partner’s contribution:

(a)

On the dissolution of a partnership;

(b)

When the date stated in the certificate for its return has arrived; or

(c)

After the limited partner has given six months’ notice in writing to all other members if no time is stated in the certificate either for the return of the contribution or for the dissolution of the partnership.

(3)

In the absence of any statement in the certificate to the contrary or the consent of all members, a limited partner, irrespective of the nature of the limited partner’s contribution, has only the right to demand and receive cash in return for such contribution.

(4)

A limited partner may have the partnership dissolved and its affairs wound up when:

(a)

The limited partner rightfully but unsuccessfully demands the return of the limited partner’s contribution; or

(b)

The other liabilities of the partnership have not been paid or the partnership property is insufficient for their payment as required by subsection (1)(a) of this section and the limited partner would otherwise be entitled to the return of the limited partner’s contribution.

Source: Section 7-61-117 — Withdrawal or reduction of limited partner’s contribution, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑61‑101
Short title 7‑61‑102
Definitions 7‑61‑103
Formation 7‑61‑104
Business which may be carried on 7‑61‑105
Limited partner’s contribution 7‑61‑106
Name not to contain surname of limited partner - exceptions 7‑61‑107
Liability for false statement in certificate 7‑61‑108
Limited partner not liable to creditors - when 7‑61‑109
Admission of additional limited partners 7‑61‑110
General partner - rights - liabilities 7‑61‑111
Rights of a limited partner 7‑61‑112
Status of person erroneously believing self to be a limited partner 7‑61‑113
One person both general and limited partner 7‑61‑114
Transactions with limited partner 7‑61‑115
Relation of limited partners inter se 7‑61‑116
Compensation of limited partner 7‑61‑117
Withdrawal or reduction of limited partner’s contribution 7‑61‑118
Liability of limited partner to partnership 7‑61‑119
Nature of limited partner’s interest 7‑61‑120
Assignment of limited partner’s interest 7‑61‑121
Effect of retirement, death, or insanity of a general partner 7‑61‑122
Death of limited partner 7‑61‑123
Rights of creditors of limited partner 7‑61‑124
Distribution of assets 7‑61‑125
When certificate shall be canceled or amended 7‑61‑126
Requirements for amendment and for cancellation of certificate 7‑61‑127
Parties to actions 7‑61‑128
Rules of construction 7‑61‑129
Law governing cases not covered 7‑61‑129.5
Applicability 7‑61‑130
Provisions for existing limited partnerships
Green check means up to date. Up to date

Current through Fall 2024

§ 7-61-117’s source at colorado​.gov