Section 7-61-110 - General partner - rights - liabilities(1) A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, but without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to:(a) Do any act in contravention of the certificate;(b) Do any act which would make it impossible to carry on the ordinary business of the partnership;(c) Confess a judgment against the partnership;(d) Possess partnership property or assign their rights in specific partnership property for other than a partnership purpose;(e) Admit a person as a general partner;(f) Admit a person as a limited partner, unless the right to do so is given in the certificate;(g) Continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right to do so is given in the certificate.(2) For a limited partnership that has made the election permitted by section 7-61-129, the article so elected shall be the governing law for purposes of subsection (1) of this section. For a limited partnership that has not made the election permitted by section 7-61-129, article 60 of this title shall be the governing law for purposes of subsection (1) of this section.L. 31: p. 630, § 9. CSA: C. 123, § 52. CRS 53: § 104-2-9. C.R.S. 1963: § 104-2-9. L. 97: (2) added, p. 915, § 2, effective January 1, 1998. For common law fiduciary duty of good faith, sound business judgment, candor, forthrightness, and fairness owed by a general partner to his limited partners in winding up partnership affairs, see Herald Co. v. Bonfils, 315 F. Supp. 497 (D. Colo. 1970), rev'd on other grounds sub nom. Herald Co. v. Seawell, 472 F.2d 1081 (10th Cir. 1972) and Roeschlein v. Watkins, 686 P.2d 1347 (Colo. App. 1984).