Limited Partnership Interest Transfer and Assignee Admission in Colorado

At a glance

Requirements one by one

Law and assignment

Section 7-62-1103 preserves prior-law treatment for a limited partnership formed before November 1, 1981 unless it elected article 62; its assignee-admission rule applies only to assignments after election. For partnerships under article 62, § 7-62-101(10) defines the economic interest, § 7-62-701 calls it personal property, and § 7-62-702 permits whole or partial assignment by default. Assignment alone does not dissolve the partnership or give partner powers.

Admission

Section 7-62-704(1) lets an assignee, including a general partner's assignee, become a limited partner if the assignor gives that right under authority described in writing in the agreement, or all other partners consent. Section 7-62-301(1)(b) requires exercise of the grant and compliance with any conditions. Its subsection (1)(c) separately permits admission without a contribution or interest when confirmed by written agreement or another writing.

What trips people up

Full assignment ends the assignor's status by default. Section 7-62-702 says the assignor ceases to be a partner after assigning the entire interest unless the agreement provides otherwise. Section 7-62-704(3) preserves specified assignor liabilities after assignee admission.

Admission transfers some obligations. Section 7-62-704(2) gives the admitted assignee limited-partner rights and liabilities and the assignor's make-and-return contribution obligations, but excludes liabilities unknown on admission. Section 7-62-502(3) requires an enforceable limited-partner contribution promise to be signed in writing.

The partnership records set the admission date. Section 7-62-301(2) uses the later of original certificate filing or the date recorded by the partnership. Sections 7-62-702 and 7-62-704 do not prescribe a separate transfer-notice step.

Common questions

Does the assignee get books before admission? Section 7-62-305 gives information and accounting rights to limited partners; § 7-62-702 does not make an assignee a partner.

Can the assignor admit a buyer without the other partners? Only when the written partnership agreement describes authority for that grant under § 7-62-704(1).

Statutes and sources

• Colo. Rev. Stat. § 7-62-101: “(10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.” (official 2026 Title 7 PDF; accessed October 2, 2026).
• Colo. Rev. Stat. § 7-62-301: “(1) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner: (a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; (b) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 7-62-704, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power; and (c) 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) A person becomes a limited partner on the later of: (a) The date the original certificate of limited partnership is filed in the records of the secretary of state; and (b) The date reflected in the records of the limited partnership as the date that person becomes a limited partner.” (official 2026 Title 7 PDF; accessed October 2, 2026).
• Colo. Rev. Stat. § 7-62-305: “(1) Each limited partner has the right to: (a) Inspect and copy partnership records, as provided by section 7-62-105; and (b) Obtain from the general partners from time to time, subject to such reasonable standards as may be stated in the partnership agreement or otherwise established by the general partners, upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner: (I) True and full information regarding the state of the business and financial condition of the limited partnership and any other information regarding the affairs of the limited partnership; and (II) Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and (c) Have a formal accounting of partnership affairs whenever circumstances render it just and reasonable.” (official 2026 Title 7 PDF; accessed October 2, 2026).
• Colo. Rev. Stat. § 7-62-502: “(1) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept by section 7-62-105, of the stated contribution that has not been made. (2) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this article may be compromised only by consent in writing of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on the original obligation may enforce the original obligation. (3) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.” (official 2026 Title 7 PDF; accessed October 2, 2026).
• Colo. Rev. Stat. § 7-62-701: “A partnership interest is personal property.” (official 2026 Title 7 PDF; accessed October 2, 2026).
• Colo. Rev. Stat. § 7-62-702: “Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all of the partner's partnership interest.” (official 2026 Title 7 PDF; accessed October 2, 2026).
• Colo. Rev. Stat. § 7-62-704: “(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in writing in the partnership agreement or all other partners consent. (2) An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this article. An assignee who becomes a limited partner also is liable for the obligations of the assignee's assignor to make and return contributions as provided in parts 5 and 6 of this article. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner. (3) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under sections 7-62-207 and 7-62-502.” (official 2026 Title 7 PDF; accessed October 2, 2026).
• Colo. Rev. Stat. § 7-62-1103: “(1) A limited partnership formed under any statute of this state prior to November 1, 1981, may elect to be governed by the provisions of this article. The general partner or partners may make the election for the limited partnership at any time on or after November 1, 1981, by complying with the provisions of section 7-62-201; except that the limited partners shall not be required to execute a new certificate of limited partnership. Notwithstanding such election by the general partner or partners, the following rules shall apply: (a) Sections 7-62-501, 7-62-502, and 7-62-608 apply only to contributions and distributions made after the date of the election; (b) Section 7-62-704 applies only to assignments made after the date of the election; and (c) Section 7-62-804 shall not be construed so as to change the priority of creditors for transactions entered into prior to the date of the election. (2) A limited partnership formed under any statute of this state prior to November 1, 1981, until or unless it elects to be governed by this article, shall be governed by the provisions of article 61 of this title, or other applicable prior law; except that such limited partnership shall not be renewed unless provision therefor is specifically provided in the original partnership agreement or any amendment thereto prior to November 1, 1981.” (official 2026 Title 7 PDF; accessed October 2, 2026).