(1) A limited partner is liable to the partnership:
For the difference between the contribution as actually made by the limited partnerand that stated in the certificate as having been made; and
For any unpaid contribution that the limited partner agreed in the certificate to makein the future, at the time and on the conditions stated in the certificate.
(2) A limited partner holds as trustee for the partnership:
Specific property stated in the certificate as contributed by the limited partner but thatwas not contributed or that has been wrongfully returned; and
Money or other property wrongfully paid or conveyed to the limited partner on account of the limited partner's contribution.
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.
When a contributor has rightfully received the return in whole or in part of the capitalof 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: L. 31: p. 635, § 17. CSA: C. 123, § 60. CRS 53: § 104-2-17. C.R.S. 1963: § 104-2-17. L. 2004: (1), (2), and (4) amended, p. 1438, § 118, effective July 1.