C.R.S. Section 7-61-120
Assignment of limited partner’s interest

(1)

A limited partner’s interest is assignable.

(2)

A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned the limited partner’s interest in a partnership.

(3)

An assignee who does not become a substituted limited partner has no right to require any information or accounting of the partnership transactions or to inspect the partnership books. The assignee is only entitled to receive the share of the profits or other compensation by way of income or the return of the contribution to which the assignee’s assignor would otherwise be entitled.

(4)

An assignee shall have the right to become a substituted limited partner if all the members, except the assignor, consent thereto or if the assignor, being empowered by the certificate, gives the assignee that right.

(5)

An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with section 7-61-126.

(6)

The substituted limited partner has all the rights and powers and is subject to all the restrictions and liabilities of the substituted limited partner’s assignor, except those liabilities of which the substituted limited partner was ignorant at the time the substituted limited partner became a limited partner and that could not be ascertained from the certificate.

(7)

The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under sections 7-61-108 and 7-61-118.

Source: Section 7-61-120 — Assignment of limited partner’s interest, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Dec. 24, 2024).

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

§ 7-61-120’s source at colorado​.gov