Colorado § 7-61-111 - Rights of a limited partner.
Full text of Colorado Colorado Revised Statutes § 7-61-111 — Rights of a limited partner., with citation guidance and answers to common questions.
§ 7-61-111. Rights of a limited partner.
(1) A limited partner shall have the same rights as a general partner to:
(a) Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them;
(b) Have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and
(c) Have dissolution and winding up by decree of court.
(2) A limited partner shall have the right to receive a share of the profits or other compensation by way of income and to the return of the limited partner's contribution as provided in sections 7-61-116 and 7-61-117.
Source: L. 31: p. 631, § 10. CSA: C. 123, § 53. CRS 53: § 104-2-10. C.R.S. 1963: § 104-2-10. L. 2004: (2) amended, p. 1437, § 113, effective July 1.
ANNOTATION
Right to sue derivatively. The right of the limited partners of a limited partnership formed prior to 1981 to sue derivatively is governed by this article and the common law, not § 7-62-1001. Moore v. 1600 Downing St., Ltd., 668 P.2d 16 (Colo. App. 1983).
Absent a statement in the certificate to the contrary and irrespective of the nature of the contributions, a limited partner has only the right to demand and receive cash in return for his contribution. Horizon Venture v. Horizon P'ship, 791 P.2d 1223 (Colo. App. 1990).
Membership interest may be a "security". The presumption that a general partnership interest is not a security is not applicable to a limited liability partnership interest in Colorado. Instead, the structure of the entity and the terms of the agreement will control. Toothman v. Freeborn & Peters, 80 P.3d 804 (Colo. App. 2002).
Source: official Colorado text · Last verified 2026-08-27
Frequently Asked Questions About Colorado § 7-61-111
What does Colorado Revised Statutes § 7-61-111 cover?
Section 7-61-111 ("Rights of a limited partner.") is part of the Colorado Revised Statutes, the codified statutory law of Colorado. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Colorado § 7-61-111?
A common citation format is "Colorado Revised Statutes § 7-61-111" (Colorado). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Colorado law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Colorado official source linked on this page or consult a licensed Colorado attorney.
How does Colorado § 7-61-111 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Colorado can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Colorado.