Colorado § 7-62-402 - Events of withdrawal.

§ 7-62-402. Events of withdrawal.

(1) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(a) The general partner withdraws from the limited partnership as provided in section 7-62-602;

(b) The general partner ceases to be a member of the limited partnership as provided in section 7-62-702;

(c) The general partner is removed as a general partner in accordance with the partnership agreement;

(d) Unless otherwise provided in writing in the partnership agreement or unless all partners give their consent in writing at the time, the general partner:

(I) Makes an assignment for the benefit of creditors;

(II) Files a voluntary petition in bankruptcy;

(III) Is adjudicated a bankrupt or insolvent;

(IV) Files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(V) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or

(VI) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties;

(e) Unless otherwise provided in writing in the partnership agreement or unless all partners give their consent in writing at the time, if, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed; or if, within ninety days after the appointment without the general partner's consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties, the appointment is not vacated or stayed; or if, within ninety days after the expiration of any such stay, the appointment is not vacated;

(f) In the case of a general partner who is an individual:

(I) The general partner's death; or

(II) The appointment of a guardian or general conservator for the general partner;

(g) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(h) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(i) In the case of a general partner that is a corporation, the filing of articles of dissolution, or its equivalent, for the corporation or the revocation of its charter or articles of incorporation; or

(j) In the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

Source: L. 81: Entire article added, p. 442, § 1, effective November 1. L. 86: IP(1)(d) and (1)(e) amended, p. 455, § 21, effective July 1. L. 2004: (1)(d)(IV), (1)(d)(V), (1)(d)(VI), (1)(e), and (1)(f) amended, p. 1442, § 132, effective July 1. L. 2008: (1)(i) amended, p. 19, § 4, effective August 5.

ANNOTATION

Law reviews. For article, "Limited Partnership Act Update", see 11 Colo. Law. 688 (1982).