Colorado § 7-62-403 - General powers and liabilities.

§ 7-62-403. General powers and liabilities.

(1) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners.

(2) (a) Except as provided in this article:

(I) A general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners; and

(II) A general partner of a limited liability limited partnership has the liabilities of a partner in a limited liability partnership to persons other than the partnership and the other partners.

(b) Except as provided in this article or in the partnership agreement:

(I) A general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners; and

(II) A general partner of a limited liability limited partnership has the liabilities of a partner in a limited liability partnership to the partnership and to the other partners.

(3) For a limited partnership that has made the election permitted by section 7-62-1104, the article so elected shall be the governing law for purposes of subsections (1) and (2) of this section. For a limited partnership that has not made the election permitted by section 7-62-1104, article 60 of this title shall be the governing law for purposes of subsections (1) and (2) of this section.

Source: L. 81: Entire article added, p. 443, § 1, effective November 1. L. 83: Entire section amended, p. 400, § 1, effective May 23. L. 95: (2) amended, p. 788, § 14, effective May 24. L. 97: (3) added, p. 916, § 6, effective January 1, 1998. L. 2004: (2)(a)(II) and (2)(b)(II) amended, p. 1443, § 133, effective July 1.

ANNOTATION

Law reviews. For article, "Limited Partnership Act Update", see 11 Colo. Law. 688 (1982). For article, "The Tax Status of Limited Partnerships Formed Under CULPA", see 11 Colo. Law. 1193 (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).

Because all of the parties at the time of contract believed that a limited partnership existed based on the filing of the certificate, the general partners were jointly and severally liable on the note and deed of trust. Black v. First Fed. Sav. & Loan Ass'n, 830 P.2d 1103 (Colo. App. 1992).

Where partnership is assessed for use taxes and incurs liability owing to its failure to protest liability, taxpayer, as general partner of a limited partnership, is jointly and severally liable therefor. AF Prop. v. Dept. of Rev., 852 P.2d 1267 (Colo. App. 1992).

When issue of material fact existed as to whether general partnership had been assessed with a use tax, trial court erred in entering motion for summary judgment in favor of individual partner on grounds that partner could not be held jointly and severally liable for deficiency owed by partnership. AF Prop. v. Dept. of Rev., 852 P.2d 1267 (Colo. App. 1992).

Where the limited partnership benefited from the loan entered into after the filing of the partnership certificate, the general partners were estopped from denying the validity of their acts on behalf of the partnership, even though the limited partnership was declared void as to the limited partner. Black v. First Fed. Sav. & Loan Ass'n, 830 P.2d 1103 (Colo. App. 1992).

A district that acted as both a special district and as a limited partner could not maintain its position as a limited partner and also protect itself from becoming a party to an ultra vires contract, therefore, the district's participation in the limited partnership was void and consequently the district was not liable for debts and obligations incurred by the limited partnership. Black v. First Fed. Sav. & Loan Ass'n, 830 P.2d 1103 (Colo. App. 1992).

A limited partner who does not participate in the control of the business is liable to third persons only to the extent of the limited partner's contribution. Black v. First Fed. Sav. & Loan Ass'n, 830 P.2d 1103 (Colo. App. 1992).