When certificate shall be cancelled or amended.

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(1) The certificate shall be cancelled when the partnership is dissolved or all limited partners cease to be such.

(2) A certificate shall be amended when:

  1. There is a change in the name of the partnership or in the amount or character of thecontribution of any limited partner;

  2. A person is substituted as a limited partner;

  3. An additional limited partner is admitted;

  4. A person is admitted as a general partner;

  5. A general partner retires, dies, or is unable to function as a general partner as a resultof a mental health disorder and the business is continued under section 7-61-121;

  6. There is a change in the character of the business of the partnership;

  7. There is a false or erroneous statement in the certificate;

  8. There is a change in the time as stated in the certificate for the dissolution of thepartnership or for the return of a contribution;

  9. A time is fixed for the dissolution of the partnership or the return of a contribution, notime having been stated in the certificate; or

  10. The members desire to make a change in any other statement in the certificate inorder that it shall accurately represent the agreement between them.

Source: L. 31: p. 640, § 24. CSA: C. 123, § 67. CRS 53: § 104-2-24. C.R.S. 1963: § 104-2-24. L. 2003: (2)(i) amended, p. 2240, § 120, effective July 1, 2004. L. 2017: (2)(e) amended, (SB 17-242), ch. 263, p. 1263, § 32, effective May 25.

Cross references: For the legislative declaration in SB 17-242, see section 1 of chapter 263, Session Laws of Colorado 2017.


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