2021 Colorado Code
Title 7 - Corporations and Associations
Article 61 - Uniform Limited Partnership Law of 1931
§ 7-61-111. Rights of a Limited Partner
- A limited partner shall have the same rights as a general partner to:
- Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them;
- Have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and
- Have dissolution and winding up by decree of court.
- A limited partner shall have the right to receive a share of the profits or other compensation by way of income and to the return of the limited partner's contribution as provided in sections 7-61-116 and 7-61-117.
History. Source: L. 31: P. 631, § 10. CSA: C. 123, § 53. CRS 53: § 104-2-10. C.R.S. 1963: § 104-2-10. L. 2004: (2) amended, p. 1437, § 113, effective July 1. History. Source: L. 31: P. 631, § 10. CSA: C. 123, § 53. CRS 53: § 104-2-10. C.R.S. 1963: § 104-2-10. L. 2004: (2) amended, p. 1437, § 113, effective July 1.
ANNOTATION
Right to sue derivatively. The right of the limited partners of a limited partnership formed prior to 1981 to sue derivatively is governed by this article and the common law, not § 7-62-1001 . Moore v. 1600 Downing St., Ltd., 668 P.2d 16 (Colo. App. 1983).
Absent a statement in the certificate to the contrary and irrespective of the nature of the contributions, a limited partner has only the right to demand and receive cash in return for his contribution. Horizon Venture v. Horizon P'ship, 791 P.2d 1223 (Colo. App. 1990).
Membership interest may be a “security”. The presumption that a general partnership interest is not a security is not applicable to a limited liability partnership interest in Colorado. Instead, the structure of the entity and the terms of the agreement will control. Toothman v. Freeborn & Peters, 80 P.3d 804 (Colo. App. 2002).
