C.R.S. Section 7-61-118
Liability of limited partner to partnership

(1)

A limited partner is liable to the partnership:

(a)

For the difference between the contribution as actually made by the limited partner and that stated in the certificate as having been made; and

(b)

For any unpaid contribution that the limited partner agreed in the certificate to make in the future, at the time and on the conditions stated in the certificate.

(2)

A limited partner holds as trustee for the partnership:

(a)

Specific property stated in the certificate as contributed by the limited partner but that was not contributed or that has been wrongfully returned; and

(b)

Money or other property wrongfully paid or conveyed to the limited partner on account of the limited partner’s contribution.

(3)

The liabilities of a limited partner as set forth in this section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.

(4)

When a contributor has rightfully received the return in whole or in part of the capital of the contributor’s contribution, the contributor is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.

Source: Section 7-61-118 — Liability of limited partner to partnership, 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

§ 7-61-118’s source at colorado​.gov