Colorado § 7-62-401 - Admission of general partners.

§ 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.

Source: 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 July 1, 2004. L. 2009: (1.5) added, (HB 09-1248), ch. 252, p. 1130, § 6, effective May 14.

ANNOTATION

Law reviews. For comment, "The Colorado Changes to the Revised Uniform Limited Partnership Act", see 53 U. Colo. L. Rev. 823 (1982). For article, "Significant Improvements to Colorado's Limited Partnership Act Adopted", see 15 Colo. Law. 1635 (1986).