Colorado § 7-61-118 - Liability of limited partner to partnership.
Full text of Colorado Colorado Revised Statutes § 7-61-118 — Liability of limited partner to partnership., with citation guidance and answers to common questions.
§ 7-61-118. Liability of limited partner to partnership.
(1) A limited partner is liable to the partnership:
(a) For the difference between the contribution as actually made by the limited partner and that stated in the certificate as having been made; and
(b) For any unpaid contribution that the limited partner agreed in the certificate to make in the future, at the time and on the conditions stated in the certificate.
(2) A limited partner holds as trustee for the partnership:
(a) Specific property stated in the certificate as contributed by the limited partner but that was not contributed or that has been wrongfully returned; and
(b) Money or other property wrongfully paid or conveyed to the limited partner on account of the limited partner's contribution.
(3) 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.
(4) When a contributor has rightfully received the return in whole or in part of the capital of 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.
ANNOTATION
This section, when considered in conjunction with §§ 7-61-103 and 7-61-117, does not bar suit nor entry of judgment and only reflects that a limited partner "shall not receive" a cash distribution in preference to creditors of the partnership when such distribution would result in insufficient assets remaining to pay creditors. Horizon Venture v. Horizon P'ship, 791 P.2d 1223 (Colo. App. 1990).
Source: official Colorado text · Last verified 2026-08-27
Frequently Asked Questions About Colorado § 7-61-118
What does Colorado Revised Statutes § 7-61-118 cover?
Section 7-61-118 ("Liability of limited partner to partnership.") 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 § 7-61-118?
A common citation format is "Colorado Revised Statutes § 7-61-118" (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 § 7-61-118 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.