reglab/statecodes huggingface dataset:
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › 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
.
L. 31: p. 636, § 19. CSA: C. 123, § 62. CRS 53: § 104-2-19. C.R.S. 1963: § 104-2-19. L. 2004: (2), (3), and (6) amended, p. 1438, § 119, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-121 - Effect of retirement, death, or insanity of a general partner

(1)
The retirement, death, or insanity of a general partner dissolves the partnership unless the business is continued by the remaining general partners:
(a)
Under a right to do so as stated in the certificate; or
(b)
With the consent of all members.
L. 31: p. 638, § 20. CSA: C. 123, § 63. CRS 53: § 104-2-20. C.R.S. 1963: § 104-2-20.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-122 - Death of limited partner

(1)
On the death of a limited partner, the deceased limited partner's executor or administrator shall have all the rights of a limited partner for the purpose of settling the deceased limited partner's estate and such power as the deceased limited partner had to constitute the deceased limited partner's assignee a substituted limited partner.
(2)
The estate of a deceased limited partner shall be liable for all of the liabilities of the deceased limited partner as a limited partner.
L. 31: p. 638, § 21. CSA: C. 123, § 64. CRS 53: § 104-2-21. C.R.S. 1963: § 104-2-21. L. 2004: Entire section amended, p. 1439, § 120, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-123 - Rights of creditors of limited partner

(1)
On due application to a court of competent jurisdiction by any creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of such claim and may appoint a receiver and make all other orders, directions, and inquiries which the circumstances of the case may require.
(2)
The interest may be redeemed with the separate property of any general partner but may not be redeemed with partnership property.
(3)
The remedies conferred by subsection (1) of this section shall not be deemed exclusive of others which may exist.
(4)
Nothing in this article shall be held to deprive a limited partner of the limited partner's statutory exemption.
L. 31: p. 638, § 22. CSA: C. 123, § 65. CRS 53: § 104-2-22. C.R.S. 1963: § 104-2-22. L. 2004: (4) amended, p. 1439, § 121, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-124 - Distribution of assets

(1)
In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order:
(a)
Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to general partners;
(b)
Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;
(c)
Those to limited partners in respect to the capital of their contributions;
(d)
Those to general partners other than for capital and profits;
(e)
Those to general partners in respect to profits;
(f)
Those to general partners in respect to capital.
(2)
Subject to any statement in the certificate or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions respectively, in proportion to the respective amounts of such claims.
L. 31: p. 639, § 23. CSA: C. 123, § 66. CRS 53: § 104-2-23. C.R.S. 1963: § 104-2-23.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-125 - When certificate shall be canceled or amended

(1)
The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such.
(2)
A certificate shall be amended when:
(a)
There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;
(b)
A person is substituted as a limited partner;
(c)
An additional limited partner is admitted;
(d)
A person is admitted as a general partner;
(e)
A general partner retires, dies, or is unable to function as a general partner as a result of a mental health disorder and the business is continued under section
7-61-121
;
(f)
There is a change in the character of the business of the partnership;
(g)
There is a false or erroneous statement in the certificate;
(h)
There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution;
(i)
A time is fixed for the dissolution of the partnership or the return of a contribution, no time having been stated in the certificate; or
(j)
The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.
Amended by 2017 Ch. 263, § 32, eff. 5/25/2017.
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 7/1/2004. L. 2017: (2)(e) amended, (SB 17-242), ch. 263, p. 1263, § 32, effective May 25.
For the legislative declaration in SB 17-242, see section 1 of chapter 263, Session Laws of Colorado 2017.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-126 - Requirements for amendment and for cancellation of certificate

(1)
The writing to amend a certificate shall:
(a)
Conform to the requirements of section
7-61-103
insofar as necessary to state clearly the change in the certificate that is desired; and
(b)
Be signed and sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.
(2)
The writing to cancel a certificate shall be signed by all members.
(3)
If any person designated in subsections (1) and (2) of this section as a person who must execute the writing to cancel a certificate refuses to do so, a person desiring the cancellation or amendment of such certificate may petition the district court to direct a cancellation or amendment thereof.
(4)
If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the county clerk and recorder in the office in which the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree stating the amendment.
(5)
A certificate is amended or canceled when there is filed for record in the office of the county clerk and recorder in which the certificate is recorded:
(a)
A writing in accordance with the provisions of subsections (1) and (2) of this section; or
(b)
A certified copy of the order of court in accordance with the provisions of subsection (4) of this section.
(6)
After the certificate is duly amended in accordance with this section, the amended certificate thereafter shall be for all purposes the certificate provided for by this article.
L. 31: p. 641, § 25. CSA: C. 123, § 68. CRS 53: § 104-2-25. C.R.S. 1963: § 104-2-25. L. 2003: (1)(a), (4), and IP(5) amended, p. 2240, § 121, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-127 - Parties to actions

A contributor, unless the contributor is a general partner, is not a proper party to proceedings by or against a partnership except where the object is to enforce a limited partner's right against or liability to the partnership.
L. 31: p. 642, § 26. CSA: C. 123, § 69. CRS 53: § 104-2-26. C.R.S. 1963: § 104-2-26. L. 2004: Entire section amended, p. 1439, § 122, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-128 - Rules of construction

(1)
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article.
(2)
This article shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.
(3)
This article shall not be so construed as to impair the obligations of any contract existing on April 11, 1931, nor to affect any action on proceedings begun or right accrued before said date.
L. 31: p. 643, § 28. CSA: C. 123, § 71. CRS 53: § 104-2-28. C.R.S. 1963: § 104-2-28.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-129 - Law governing cases not covered

(1)
In any case not provided for in this article, the provisions of either article 60 or 64 of this title shall govern, to the extent applicable, as follows:
(a)
A limited partnership may elect to be governed by article
64
of this title by filing for record in the office of the county clerk and recorder in which its certificate of limited partnership is filed of record an amendment which includes a declaration that it elects to be governed by such article. If the election is made, the amendment shall be signed by all general partners, notwithstanding section
7-61-126 (1)(b)
.
(b)
A limited partnership that has made the election in paragraph (a) of this subsection (1) shall be governed by article
64
of this title.
(c)
A limited partnership that has not made the election in paragraph (a) of this subsection (1) shall be governed by article
60
of this title.
L. 31: p. 643, § 29. CSA: C. 123, § 72. CRS 53: § 104-2-29. C.R.S. 1963: § 104-2-29. L. 97: Entire section amended, p. 916, § 3, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-129.5 - Applicability

Except as provided in section
7-62-1103
, this article shall apply to limited partnerships formed between April 11, 1931, and prior to November 1, 1981. On or after November 1, 1981, all limited partnerships shall be formed under the provisions of article
62
of this title.
L. 81: Entire section added, p. 453, § 3, effective November 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-130 - Provisions for existing limited partnerships

(1)
A limited partnership formed under any statute of this state prior to April 11, 1931, may become a limited partnership under this article by complying with the provisions of section
7-61-103
if the certificate states:
(a)
The amount of the original contributions of each limited partner and the time when the contribution was made; and
(b)
That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.
(2)
A limited partnership formed under any statute of this state prior to April 11, 1931, unless it becomes a limited partnership under this article, shall continue to be governed by the provisions of prior existing law, except that such partnership shall not be renewed unless so provided in the original agreement.
L. 31: p. 643, § 30. CSA: C. 123, § 73. CRS 53: § 104-2-30. C.R.S. 1963: § 104-2-30. L. 2003: IP(1) amended, p. 2241, § 122, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-102 - [Repealed]

L. 81: Entire article added, p. 434, § 1, effective November 1. L. 86: (2) added, p. 448, § 2, effective July 1. L. 90: (1)(c) amended, p. 446, § 7, effective April 18. L. 97: (1)(a) and (1)(b) amended and (3) added, p. 1498, § 2, effective June 3. L. 2000: Entire section repealed, p. 990, § 109, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-103 - [Repealed]

L. 81: Entire article added, p. 434, § 1, effective November 1. L. 2000: Entire section repealed, p. 990, § 109, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-104 - [Repealed]

L. 81: Entire article added, p. 435, § 1, effective November 1. L. 86: Entire section amended, p. 449, § 3, effective July 1. L. 2003: (2) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (2) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-104.5 - Registered agent - service of process

Part 7 of article
90
of this title, providing for registered agents and service of process, applies to limited partnerships.
L. 2003: Entire section added, p. 2241, § 124, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-105 - Records

(1)
Each limited partnership shall keep at an office stated in the manner provided in the partnership agreement or, if no such provision is made, at the street address of the principal office, if any, of the limited partnership or, if none, at the street address of the registered agent, the following:
(a)
A current list of the full name and last-known business, residence, or mailing address of each partner, stating separately the general partners and the limited partners, stated in alphabetical order;
(b)
A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed or delivered to the secretary of state for filing;
(c)
Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years;
(d)
Copies of any currently effective written partnership agreements, copies of any writings permitted or required under section
7-62-502 (2) and (3)
, and copies of any financial statements of the limited partnership for the three most recent years; and
(e)
Unless contained in a written partnership agreement or in a writing permitted or required under section
7-62-502 (2) and (3)
, a statement prepared and certified as accurate by the general partners which describes:
(I)
The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute in the future;
(II)
The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made;
(III)
If agreed upon, the time at which or the events on the happening of which a partner may terminate the partner's membership in the limited partnership and the amount of, or the method of determining, the distribution to which the partner may be entitled respecting the partner's partnership interest and the terms and conditions of the termination and distribution;
(IV)
Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution.
(2)
Such records are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.
L. 81: Entire article added, p. 435, § 1, effective November 1. L. 86: IP(1), (1)(a), (1)(c), and (1)(d) amended and (1)(e) added, p. 449, § 4, effective July 1. L. 2003: IP(1), (1)(a), and (1)(b) amended, p. 2241, § 125, effective 7/1/2004. L. 2004: (1)(a) and (1)(e)(III) amended, p. 1440, § 124, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-106 - Nature of business

A limited partnership may carry on any business that a partnership without limited partners may carry on except as prohibited by law.
L. 81: Entire article added, p. 435, § 1, effective November 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-107 - Business transactions of partner with the partnership

Except as provided in the partnership agreement, a partner may lend money to, act as surety for, and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partner.
L. 81: Entire article added, p. 435, § 1, effective November 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-108 - [Repealed]

L. 81: Entire article added, p. 435, § 1, effective November 1. L. 2003: (6) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (6) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-109 - [Repealed]

L. 95: Entire section added, p. 788, § 13, effective May 24. L. 97: Entire section amended, p. 916, § 5, effective 1/1/1998. L. 2003: (2) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (2) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 1 - GENERAL PROVISIONS (§§ 7-62-101 — 7-62-110) › Section 7-62-110 - Statute of frauds - applicability

A partnership agreement is not subject to any statute of frauds, including section
38-10-112
, C.R.S., regarding void agreements, but not including any requirement under this article that a particular action or provision be reflected in a writing.
Added by 2016 Ch. 241,§ 1, eff. 8/10/2016.
L. 2016: Entire section added, (HB 16-1333), ch. 241, p. 986, § 1, effective August 10.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 7-62-201 — 7-62-210) › Section 7-62-201 - Certificates - contents - filing with secretary of state

(1)
In order to form a limited partnership, a certificate of limited partnership shall be delivered to the secretary of state, for filing pursuant to part 3 of article
90
of this title. The certificate of limited partnership shall state:
(a)
The domestic entity name of the limited partnership, which domestic entity name shall comply with part 6 of article
90
of this title;
(b)
The registered agent name and registered agent address of the limited partnership's initial registered agent;
(c)
The true name and mailing address of each general partner;
(c.5)
The principal office address of the limited partnership's initial principal office;
(d)
That there are at least two partners in the partnership, at least one of whom is a limited partner; and
(e)
Any other matters relating to the limited partnership or the certificate the general partners determine to include therein.
(2)
A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state, or at any later time not more than ninety days after the date of the filing of the certificate, stated in the certificate of limited partnership, if, in either case, there has been substantial compliance with the requirements of this section.
L. 81: Entire article added, p. 436, § 1, effective November 1. L. 86: (1) R&RE, p. 450, § 5, effective July 1. L. 2000: (1)(a) amended, p. 952, § 20, effective July 1. L. 2002: IP(1) amended, p. 1821, § 38, effective July 1; IP(1) amended, p. 1685, § 36, effective October 1. L. 2003: IP(1), (1)(a) to (1)(c), (1)(e), and (2) amended and (1)(c.5) added, p. 2242, § 126, effective 7/1/2004. L. 2004: IP(1) and (1)(c) amended, p. 1440, § 125, effective July 1. L. 2006: (1)(d) amended, p. 850, § 9, effective July 1. L. 2008: (1)(c) amended, p. 19, § 3, effective August 5.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 7-62-201 — 7-62-210) › Section 7-62-202 - Amendment to certificate

(1)
A limited partnership may amend its certificate of limited partnership by delivering a certificate of amendment to the secretary of state, for filing pursuant to part 3 of article
90
of this title, stating:
(a)
The domestic entity name of the limited partnership; and
(b)
(Deleted by amendment, L. 2004, p. 1440, § 126, effective July 1, 2004.)
(c)
The amendment to the certificate.
(2)
Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:
(a)
The admission of a new general partner; or
(b)
The withdrawal of a general partner.
(3)
A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, including but not limited to a change in the registered agent name or registered agent address of the registered agent, shall promptly amend the certificate.
(4)
A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.
(5)
No person has any liability because an amendment to a certificate of limited partnership has not been filed in the records of the secretary of state to reflect the occurrence of any event referred to in subsection (2) or (3) of this section if the amendment is filed within the time periods specified.
L. 81: Entire article added, p. 437, § 1, effective November 1. L. 86: (1)(b) and (3) amended and (2) R&RE, p. 450, §§ 6, 7, effective July 1. L. 2003: IP(1), (1)(a), (3), and (5) amended, p. 2242, § 127, effective 7/1/2004. L. 2004: IP(1), (1)(a), and (1)(b) amended, p. 1440, § 126, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 7-62-201 — 7-62-210) › Section 7-62-203 - Statement of dissolution

(1)
Upon the dissolution of the partnership or at any time there are no limited partners, the partnership shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of dissolution stating:
(a)
The domestic entity name of the limited partnership;
(b)
(Deleted by amendment, L. 2003, p. 2243, § 128, effective July 1, 2004.)
(b.5)
The principal office address of the limited partnership's principal office; and
(c)
That the partnership is dissolved.
(d) and (e)
(Deleted by amendment, L. 2004, p. 1441, § 127, effective July 1, 2004.)
(2)
The statement of dissolution shall not affect the limited liability of the partners during the period of winding up and termination of the partnership.
L. 81: Entire article added, p. 438, § 1, effective November 1. L. 86: (1)(b) and (1)(e) amended, p. 450, § 8, effective July 1. L. 97: (2) amended, p. 1499, § 3, effective June 3. L. 2000: (1)(a) amended, p. 952, § 21, effective July 1. L. 2003: IP(1), (1)(b) to (1)(e), and (2) amended, p. 2243, § 128, effective 7/1/2004. L. 2004: (1)(b.5) added and (1)(c), (1)(d), and (1)(e) amended, p. 1441, § 127, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 7-62-201 — 7-62-210) › Section 7-62-204 - Approval of certificates

(1)
Certificates and statements required by this article to be filed in the office of the secretary of state shall be approved in the following manner:
(a)
An original certificate of limited partnership shall be approved by all general partners;
(b)
A certificate of amendment shall be approved by at least one general partner and by each other general partner designated in the certificate as a new general partner; and
(c)
A statement of dissolution shall be approved by all general partners or, if there are no general partners as a result of the application of section
7-62-402
, by any person authorized under the partnership agreement or, if the partnership agreement does not so provide, by a person designated by a majority of the limited partners.
(2)
Any person may approve a certificate or statement by an attorney-in-fact.
(3)
(Deleted by amendment, L. 2002, p. 1821, § 39, effective July 1, 2002; p. 1686, § 37, effective October 1, 2002.)
L. 81: Entire article added, p. 438, § 1, effective November 1. L. 86: (1)(a), (1)(b), (1)(c), and (3) amended, p. 451, § 9, effective July 1. L. 2002: Entire section amended, p. 1821, § 39, effective July 1; entire section amended, p. 1686, § 37, effective October 1. L. 2003: IP(1), (1)(c), and (2) amended, p. 2243, § 129, effective 7/1/2004.
For penalties for perjury, see part 5 of article 8 of title 18 .
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 7-62-201 — 7-62-210) › Section 7-62-206 - [Repealed]

L. 81: Entire article added, p. 439, § 1, effective November 1. L. 86: IP(1) and (2) amended, p. 451, § 11, effective July 1. L. 2002: Entire section repealed, p. 1861, § 163, effective July 1; entire section repealed, p. 1728, § 163, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 7-62-201 — 7-62-210) › Section 7-62-207 - Liability for false statement in certificate

(1)
If any certificate of limited partnership, certificate of amendment, or statement of dissolution containing a false statement is delivered to the secretary of state for filing pursuant to part 3 of article
90
of this title, one who suffers loss by reliance on the statement may recover damages for the loss from:
(a)
Any general partner who knew or should have known the certificate of limited partnership, certificate of amendment, or statement of dissolution to be false at the time the same was approved; and
(b)
Any general partner who thereafter knows or should have known that any statement in the certificate of limited partnership, certificate of amendment, or statement of dissolution has changed, making the same inaccurate in any respect within a sufficient time before the certificate of limited partnership, certificate of amendment, or statement of dissolution was relied upon reasonably to have enabled that general partner to correct the inaccuracy or to file a petition for its correction under section
7-90-313
.
L. 81: Entire article added, p. 439, § 1, effective November 1. L. 2002: IP(1) and (1)(a) amended, p. 1822, § 41, effective July 1; IP(1) and (1)(a) amended, p. 1687, § 39, effective October 1. L. 2003: IP(1) and (1)(b) amended, p. 2244, § 131, effective 7/1/2004. L. 2004: (1)(a) and (1)(b) amended, p. 1441, § 128, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 7-62-201 — 7-62-210) › Section 7-62-208 - Notice of existence of limited partnership

The fact that a certificate of limited partnership is on file in the records of the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts stated therein that are required to be stated in a certificate of limited partnership by section
7-62-201 (1)
.
L. 81: Entire article added, p. 439, § 1, effective November 1. L. 86: Entire section amended, p. 451, § 12, effective July 1. L. 2003: Entire section amended, p. 2245, § 132, effective 7/1/2004. L. 2004: Entire section amended, p. 1441, § 129, effective July 1. L. 2006: Entire section amended, p. 850, § 10, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 7-62-201 — 7-62-210) › Section 7-62-209 - [Repealed]

L. 81: Entire article added, p. 439, § 1, effective November 1. L. 2002: Entire section amended, p. 1823, § 42, effective July 1; entire section amended, p. 1687, § 40, effective October 1. L. 2003: (2) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (2) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 2 - CERTIFICATE OF LIMITED PARTNERSHIP (§§ 7-62-201 — 7-62-210) › Section 7-62-210 - [Repealed]

L. 86: Entire section added, p. 452, § 13, effective July 1. L. 2002: IP(3) amended, p. 1823, § 43, effective July 1; IP(3) amended, p. 1687, § 41, effective October 1. L. 2003: (5) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (5) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 3 - LIMITED PARTNERS (§§ 7-62-301 — 7-62-306) › Section 7-62-301 - Admission of limited partners

(1)
After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner:
(a)
In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners;
(b)
In the case of an assignee of a partnership interest of a partner who has the power, as provided in section
7-62-704
, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power; and
(c)
Either upon formation of the limited partnership or thereafter without making a contribution or being obligated to make a contribution to the limited partnership or acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission.
(2)
A person becomes a limited partner on the later of:
(a)
The date the original certificate of limited partnership is filed in the records of the secretary of state; and
(b)
The date reflected in the records of the limited partnership as the date that person becomes a limited partner.
L. 81: Entire article added, p. 440, § 1, effective November 1. L. 86: (2) R&RE, p. 453, § 14, effective July 1. L. 2003: (2)(a) amended, p. 2245, § 133, effective 7/1/2004. L. 2009: (1) amended, (HB 09 -1248), ch. 252, p. 1130, § 5, effective May 14.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 3 - LIMITED PARTNERS (§§ 7-62-301 — 7-62-306) › Section 7-62-302 - Voting

Subject to the provisions of section
7-62-303
, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter.
L. 81: Entire article added, p. 440, § 1, effective November 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 3 - LIMITED PARTNERS (§§ 7-62-301 — 7-62-306) › Section 7-62-304 - Person erroneously believing self to be a limited partner

(1)
Except as provided in subsection (2) of this section, a person who makes a contribution to a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person causes an appropriate certificate of limited partnership or a certificate of amendment to be delivered to the secretary of state, for filing pursuant to part 3 of article
90
of this title.
(2)
A person who makes a contribution of the kind described in subsection (1) of this section is liable as a general partner to any third party who transacts business with the enterprise before an appropriate certificate is filed in the records of the secretary of state to show that the person is not a general partner, but only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.
L. 81: Entire article added, p. 441, § 1, effective November 1. L. 86: (2) amended, p. 454, § 17, effective July 1. L. 2002: (1) amended, p. 1823, § 44, effective July 1; (1) amended, p. 1687, § 42, effective October 1. L. 2003: Entire section amended, p. 2245, § 135, effective 7/1/2004. L. 2004: Entire section amended, p. 1442, § 131, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 3 - LIMITED PARTNERS (§§ 7-62-301 — 7-62-306) › Section 7-62-305 - Information and accounting

(1)
Each limited partner has the right to:
(a)
Inspect and copy partnership records, as provided by section
7-62-105
; and
(b)
Obtain from the general partners from time to time, subject to such reasonable standards as may be stated in the partnership agreement or otherwise established by the general partners, upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner:
(I)
True and full information regarding the state of the business and financial condition of the limited partnership and any other information regarding the affairs of the limited partnership; and
(II)
Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and
(c)
Have a formal accounting of partnership affairs whenever circumstances render it just and reasonable.
L. 81: Entire article added, p. 441, § 1, effective November 1. L. 86: (1)(a) and IP(1)(b) amended, p. 454, § 18, effective July 1. L. 2003: IP(1)(b) amended, p. 2246, § 136, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 3 - LIMITED PARTNERS (§§ 7-62-301 — 7-62-306) › Section 7-62-306 - Time of admission

A person acquiring a partnership interest is admitted as a limited partner upon the later to occur of the formation of the limited partnership and the time provided in the partnership agreement or, if no such time is provided, when the person's admission is reflected in the records of the limited partnership.
L. 86: Entire section added, p. 454, § 19, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 4 - GENERAL PARTNERS (§§ 7-62-401 — 7-62-405) › Section 7-62-401 - Admission of general partners

(1)
After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not so provide, with the written consent of all partners.
(1.5)
A person may be admitted as a general partner to a limited partnership either upon formation of the limited partnership or thereafter without making a contribution or being obligated to make a contribution to the limited partnership or acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission.
(2)
Upon the withdrawal of the last remaining general partner, unless otherwise provided in writing in the partnership agreement for the admission of a general partner, one or more persons who consent to be general partners shall be admitted as follows:
(a)
A majority of the limited partners may admit one or more general partners; and
(b)
If a majority of the limited partners fails to act within a reasonable time, the district court for the county in this state in which the street address of the limited partnership's principal office is located, or, if the limited partnership has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or, if the limited partnership has no registered agent, the district court for the city and county of Denver shall, upon the application of any limited partner, admit one or more general partners. Such court may appoint a custodian to manage the business of the limited partnership during the pendency of the proceedings.
(3)
Subsection (2) of this section shall not apply to a limited partnership formed prior to June 3, 1997, if on or before one year after June 3, 1997, one or more partners signs and delivers to a general partner an election in writing against the application of subsection (2) of this section. The general partner shall file any such election with the records required to be kept by section
7-62-105
. The absence of such an election in the records shall give rise to a presumption that no such election has been delivered.
L. 81: Entire article added, p. 442, § 1, November 1. L. 86: Entire section amended, p. 455, § 20, effective July 1. L. 97: Entire section amended, p. 1500, § 6, effective June 3. L. 2003: (2)(b) amended, p. 2246, § 137, effective 7/1/2004. L. 2009: (1.5) added, (HB 09 -1248), ch. 252, p. 1130, § 6, effective May 14.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 4 - GENERAL PARTNERS (§§ 7-62-401 — 7-62-405) › Section 7-62-403 - General powers and liabilities

(1)
Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.
(2)
(a)
Except as provided in this article:
(I)
A general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners; and
(II)
A general partner of a limited liability limited partnership has the liabilities of a partner in a limited liability partnership to persons other than the partnership and the other partners.
(b)
Except as provided in this article or in the partnership agreement:
(I)
A general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners; and
(II)
A general partner of a limited liability limited partnership has the liabilities of a partner in a limited liability partnership to the partnership and to the other partners.
(3)
For a limited partnership that has made the election permitted by section
7-62-1104
, the article so elected shall be the governing law for purposes of subsections (1) and (2) of this section. For a limited partnership that has not made the election permitted by section
7-62-1104
, article
60
of this title shall be the governing law for purposes of subsections (1) and (2) of this section.
L. 81: Entire article added, p. 443, § 1, effective November 1. L. 83: Entire section amended, p. 400, § 1, effective May 23. L. 95: (2) amended, p. 788, § 14, effective May 24. L. 97: (3) added, p. 916, § 6, effective 1/1/1998. L. 2004: (2)(a)(II) and (2)(b)(II) amended, p. 1443, § 133, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 4 - GENERAL PARTNERS (§§ 7-62-401 — 7-62-405) › Section 7-62-404 - Contributions by a general partner

A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of the person's participation in the partnership as a limited partner.
L. 81: Entire article added, p. 443, § 1, effective November 1. L. 2004: Entire section amended, p. 1443, § 134, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 4 - GENERAL PARTNERS (§§ 7-62-401 — 7-62-405) › Section 7-62-405 - Voting

The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners on any matter.
L. 81: Entire article added, p. 443, § 1, November 1.