Colorado § 7-61-110 - General partner - rights - liabilities.

§ 7-61-110. General partner - rights - liabilities.

(1) A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, but without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to:

(a) Do any act in contravention of the certificate;

(b) Do any act which would make it impossible to carry on the ordinary business of the partnership;

(c) Confess a judgment against the partnership;

(d) Possess partnership property or assign their rights in specific partnership property for other than a partnership purpose;

(e) Admit a person as a general partner;

(f) Admit a person as a limited partner, unless the right to do so is given in the certificate;

(g) Continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right to do so is given in the certificate.

(2) For a limited partnership that has made the election permitted by section 7-61-129, the article so elected shall be the governing law for purposes of subsection (1) of this section. For a limited partnership that has not made the election permitted by section 7-61-129, article 60 of this title shall be the governing law for purposes of subsection (1) of this section.

Source: L. 31: p. 630, § 9. CSA: C. 123, § 52. CRS 53: § 104-2-9. C.R.S. 1963: § 104-2-9. L. 97: (2) added, p. 915, § 2, effective January 1, 1998.

Cross references: For common law fiduciary duty of good faith, sound business judgment, candor, forthrightness, and fairness owed by a general partner to his limited partners in winding up partnership affairs, see Herald Co. v. Bonfils, 315 F. Supp. 497 (D. Colo. 1970), rev'd on other grounds sub nom. Herald Co. v. Seawell, 472 F.2d 1081 (10th Cir. 1972), and Roeschlein v. Watkins, 686 P.2d 1347 (Colo. App. 1984).

ANNOTATION

Law reviews. For article, "One Year Review of Agencies, Partnerships, and Corporations", see 39 Dicta 61 (1962). For article, "Guess Who's Coming to Closing", see 11 Colo. Law. 689 (1982). For article, "The Fiduciary Duties of General Partners", see 17 Colo. Law. 1959 (1988). For article, "Contractually Binding Colorado Entities", see 28 Colo. Law. 33 (Dec. 1999).

Breach of fiduciary duty by general partner. Since a general partner owes a fiduciary duty to the limited partners, the doing of an act proscribed by this section is a breach of that duty. Gundelach v. Gollehon, 42 Colo. App. 437, 598 P.2d 521 (1979).

Transfer of sole asset of limited partnership. Upon transfer of the sole asset of a limited partnership, it is no longer possible for the partnership to carry on its ordinary business within the meaning of this section. Gundelach v. Gollehon, 42 Colo. App. 437, 598 P.2d 521 (1979).

Remuneration of partner impermissible without express agreement. The provisions of § 7-60-118 apply to limited partnerships. Mahan v. Harst, 738 P.2d 1190 (Colo. App. 1987).

Applied in Skeen v. Harms, 10 B.R. 817 (Bankr. D. Colo. 1981).