(1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns or the representative of the deceased partner assigns the deceased partner's right in partnership property to two or more of the partners or to one or more of the partners and one or more third persons, if the business is continued without liquidation of the partnership affairs, creditors of the first or dissolved partnership are also creditors of the partnership so continuing the business.
When all but one partner retire and assign or the representative of a deceased partnerassigns the deceased partner's rights in the partnership property to the remaining partner who continues the business without liquidation of partnership affairs, either alone or with others, creditors of the dissolved partnership are also creditors of the person or partnership so continuing the business.
When any partner retires or dies and the business of the dissolved partnership iscontinued, as set forth in subsections (1) and (2) of this section, with the consent of the retired partner or the representative of the deceased partner but without any assignment of such partner's right in partnership property, rights of creditors of the dissolved partnership and of the creditors of the person or partnership continuing the business shall be as if such assignment had been made.
When all the partners or their representatives assign their rights in partnership property to one or more third persons who promise to pay the debts and who continue the business of the dissolved partnership, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
When a partner wrongfully causes a dissolution and the remaining partners continuethe business, under the provisions of section 7-60-138 (2)(b), either alone or with others and without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
When a partner is expelled and the remaining partners continue the business eitheralone or with others without liquidation of the partnership affairs, creditors of the dissolved partnership are also creditors of the person or partnership continuing the business.
The liability of a third person who becomes a partner in the partnership continuingthe business under this section to the creditors of the dissolved partnership shall be satisfied out of partnership property only.
When the business of a partnership after dissolution is continued under any conditions set forth in this section, the creditors of the dissolved partnership, as against the separate creditors of the retiring or deceased partner or the representative of the deceased partner, have a prior right to any claim of the retired partner or the representative of the deceased partner against the person or partnership continuing the business on account of the retired or deceased partner's interest in the dissolved partnership or on account of any consideration promised for such interest or for the retired or deceased partner's right in partnership property.
Nothing in this section shall be held to modify any right of creditors to set aside anyassignment on the ground of fraud.
The use by the person or partnership continuing the business of the partnershipname or the name of a deceased partner as part thereof shall not of itself make the individual property of the deceased partner liable for any debts contracted by such person or partnership.
If the business of a limited liability partnership is continued after the death, retirement, or expulsion of a partner or the admission of a new partner, the partnership continuing the business is a limited liability partnership.
Source: L. 31: p. 671, § 41. CSA: C. 123, § 41. CRS 53: § 104-1-41. C.R.S. 1963: § 104-1-41. L. 95: (11) added, p. 781, § 10, effective May 24. L. 2004: (1), (2), (3), (8), and (11) amended, p. 1430, § 96, effective July 1.