Withdrawal or reduction of limited partner's contribution.

  1. Law
  2. Colorado Revised Statutes
  3. Corporations And Associations
  4. Uniform Limited Partnership Law of 1931
  5. Withdrawal or reduction of limited partner's contribution.

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(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:

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

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

  3. 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:

  1. On the dissolution of a partnership;

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

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

  1. In the absence of any statement in the certificate to the contrary or the consent of allmembers, 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.

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

  1. The limited partner rightfully but unsuccessfully demands the return of the limitedpartner's contribution; or

  2. The other liabilities of the partnership have not been paid or the partnership propertyis 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: L. 31: p. 633, § 16. CSA: C. 123, § 59. CRS 53: § 104-2-16. C.R.S. 1963: § 104-2-16. L. 2003: (1)(c), (2)(b), and (2)(c) amended, p. 2240, § 119, effective July 1, 2004. L. 2004: IP(1), IP(2), (2)(c), (3), and (4) amended, p. 1437, § 117, effective July 1.


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