Colorado § 7-62-801 - Dissolution - general rules.

§ 7-62-801. Dissolution - general rules.

(1) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:

(a) At the time or upon the happening of events stated in writing in the partnership agreement;

(b) Written consent of all partners;

(c) Except as otherwise provided in the written provisions of a partnership agreement, written consent of a majority of the limited partners within ninety days after an event of withdrawal of the last remaining general partner; and

(d) Entry of a decree of judicial dissolution under section 7-62-802.

Source: L. 81: Entire article added, p. 446, § 1, effective November 1. L. 86: (1)(a) and (1)(c) amended, p. 457, § 30, effective July 1. L. 97: (1)(c) amended, p. 1501, § 8, effective June 3. L. 2003: (1)(a) amended, p. 2247, § 141, effective July 1, 2004.

ANNOTATION

Law reviews. For article, "The Tax Status of Limited Partnerships Formed Under CULPA", see 11 Colo. Law. 1193 (1982). For comment, "The Colorado Changes to the Revised Uniform Limited Partnership Act", see 53 U. Colo. L. Rev. 823 (1982).

A limited partnership that is void as to a limited partner is not void as to the general partners. The general partners were liable because at the time the limited partnership's obligation to the lender arose, all parties had contracted in accordance with their belief based on the filing of a partnership certificate with the secretary of state that a limited partnership existed. Therefore, the general partners were jointly and severally liable when they executed a note and deed of trust to the lender. Also, because the limited partnership benefitted from the proceeds of the loan, the general partners were estopped from denying the validity of their acts on behalf of the limited partnership. Finally, regardless of when the limited partnership was dissolved, the general partners were not relieved of their personal liability for the partnership's obligations by virtue of the dissolution. Black v. First Fed. Sav. & Loan Ass'n, 830 P.2d 1103 (Colo. App. 1992).

Applied in Black v. First Fed. Sav. & Loan Ass'n, 830 P.2d 1103 (Colo. App. 1992).