reglab/housing_qa huggingface dataset:
CO Code § 7-61-102 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-102. Definitions

 As used in this article, unless the context otherwise requires:    “Limited partnership” means a partnership formed by two or more persons, under the provisions of section 7-61-103, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.    “Member” means a general partner or a limited partner.     History. Source: L. 31: P. 626, § 1. CSA: C. 123, § 44. CRS 53: § 104-2-1. C.R.S. 1963: § 104-2-1. L. 2004: Entire section amended, p. 1435, § 108, effective July 1. History. Source: L. 31: P. 626, § 1. CSA: C. 123, § 44. CRS 53: § 104-2-1. C.R.S. 1963: § 104-2-1. L. 2004: Entire section amended, p. 1435, § 108, effective July 1.    Cross references:   For additional definitions applicable to this article, see § 7-90-102 .   ANNOTATION   Law reviews. For article, “One Year Review of Corporations, Partnership, and Agency”, see 37 Dicta 11 (1960).   That a limited partnership was discussed by members of a partnership during its formative period but that the parties thereafter entered into a general partnership by articles signed by all the parties is insufficient to establish a claim of limited partnership. Baumgartner v. Tweedy, 143 Colo. 556 , 354 P.2d 586 (1960).   The article on limited partnerships does not have a comparable or parallel provision to § 7-60-108 dealing with partnership property. Wise v. Nu-Tone Prods. Co., 148 Colo. 574 , 367 P.2d 346 (1961).   Limited partnerships cannot exist without general partners. Skeen v. Harms, 10 B.R. 817 (Bankr. D. Colo. 1981 ).   Applied in Frazier v. Carlin, 42 Colo. App. 226, 591 P.2d 1348 (1979).
CO Code § 7-61-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-104. Business Which May Be Carried On

 A limited partnership may carry on any business which a partnership without limited partners may carry on.   History. Source: L. 31: P. 628, § 3. CSA: C. 123, § 46. CRS 53: § 104-2-3. C.R.S. 1963: § 104-2-3. History. Source: L. 31: P. 628, § 3. CSA: C. 123, § 46. CRS 53: § 104-2-3. C.R.S. 1963: § 104-2-3.
CO Code § 7-61-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-105. Limited Partner's Contribution

 The contributions of a limited partner may be cash or other property but not services.   History. Source: L. 31: P. 628, § 4. CSA: C. 123, § 47. CRS 53: § 104-2-4. C.R.S. 1963: § 104-2-4. History. Source: L. 31: P. 628, § 4. CSA: C. 123, § 47. CRS 53: § 104-2-4. C.R.S. 1963: § 104-2-4.    ANNOTATION   Law reviews. For comment on Silvola v. Rowlett (cited below ), see 27 Rocky Mt. L. Rev. 98 (1954). For article, “A Law Firm Pension Plan?”, see 37 Dicta 351 (1960).   The word “contributions” as it is used in this section is limited to the contribution to be made by the limited partner at the time of the formation of the partnership for the benefit of the partnership's creditors, as there is a clear general purpose and intent by the general assembly to encourage trade by authorizing and permitting a capitalist to put his money into a partnership with general partners possessed of skill and business character only without becoming a general partner or hazarding anything in the business except the capital originally subscribed. Silvola v. Rowlett, 129 Colo. 522 , 272 P.2d 287 (1954).   And services rendered by a limited partner after the formation of a limited partnership are not included in the “contributions” as that term is used in the section. Silvola v. Rowlett, 129 Colo. 522 , 272 P.2d 287 (1954).   Hence, services rendered by a limited partner in the operation of a partnership does not deprive him of protection as a limited partner, for the fact that he is interested in the success thereof to the extent of rendering services does not, in and of itself, violate the provisions of this section nor does that alone charge him with liability of a general partner. Silvola v. Rowlett, 129 Colo. 522 , 272 P.2d 287 (1954).
CO Code § 7-61-106 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-106. Name Not to Contain Surname of Limited Partner - Exceptions

  The surname of a limited partner shall not appear in the partnership name, unless:   It is also the surname of a general partner; or    Prior to the time when the limited partner became such, the business had been carried on under a name in which the limited partner's surname appeared.       A limited partner whose name appears in a partnership name contrary to the provisions of subsection (1) of this section is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that the limited partner is not a general partner.     History. Source: L. 31: P. 628, § 5. CSA: C. 123, § 48. CRS 53: § 104-2-5. C.R.S. 1963: § 104-2-5. L. 2004: (1)(b) and (2) amended, p. 1436, § 110, effective July 1. History. Source: L. 31: P. 628, § 5. CSA: C. 123, § 48. CRS 53: § 104-2-5. C.R.S. 1963: § 104-2-5. L. 2004: (1)(b) and (2) amended, p. 1436, § 110, effective July 1.
CO Code § 7-61-107 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-107. Liability for False Statement in Certificate

  If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false:   At the time such party signed the certificate; or    Subsequently but within a sufficient time before the statement was relied upon to enable such party to cancel or amend the certificate or to file a petition for its cancellation or amendment as provided in section 7-61-126 (3).        History. Source: L. 31: P. 629, § 6. CSA: C. 123, § 49. CRS 53: § 104-2-6. C.R.S. 1963: § 104-2-6. L. 2004: Entire section amended, p. 1436, § 111, effective July 1. History. Source: L. 31: P. 629, § 6. CSA: C. 123, § 49. CRS 53: § 104-2-6. C.R.S. 1963: § 104-2-6. L. 2004: Entire section amended, p. 1436, § 111, effective July 1.
CO Code § 7-61-108 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-108. Limited Partner Not Liable to Creditors - When

 A limited partner shall not become liable as a general partner unless, in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner takes part in the control of the business.   History. Source: L. 31: P. 629, § 7. CSA: C. 123, § 50. CRS 53: § 104-2-7. C.R.S. 1963: § 104-2-7. L. 2004: Entire section amended, p. 1436, § 112, effective July 1. History. Source: L. 31: P. 629, § 7. CSA: C. 123, § 50. CRS 53: § 104-2-7. C.R.S. 1963: § 104-2-7. L. 2004: Entire section amended, p. 1436, § 112, effective July 1.    ANNOTATION   This section provides for a limited liability if he who invokes its protection shows that he has both strictly and substantially complied with the conditions upon which immunity from common law liability is granted. Holliday v. Union Bag Co., 3 Colo. 342 (1877) (decided under repealed laws antecedent to CSA, C. 123, § 74).   This section does not impose silence on a limited partner who has a material interest in the success of a partnership business, especially so when his opinion and suggestions are sought by a general partner. Silvola v. Rowlett, 129 Colo. 522 , 272 P.2d 287 (1954).   A limited partner cannot be treated as a general partner for purposes of dissolution and winding up even though he performed some functions of a general partner. Roeschlein v. Watkins, 686 P.2d 1347 (Colo. App. 1983).   Provisions of a limited partnership agreement structuring expenses and establishing net profit and loss distribution formulae do not in themselves render a limited partner liable as a general partner for partnership debts. Alzado v. Blinder, Robinson & Co., Inc., 752 P.2d 544 (Colo. 1988).   A limited partner may become liable to partnership creditors as a general partner if the limited partner assumes control of partnership business. Whether limited partner's conduct amounts to assumption of control must be determined by consideration of several factors, including the purpose of the partnership, the administrative activities undertaken, the manner in which the entity actually functioned, and the nature and frequency of the limited partner's purported activities. Alzado v. Blinder, Robinson & Co., Inc., 752 P.2d 544 (Colo. 1988).   Style of suit against limited partnership. A limited partnership may be used either in its common name or by naming the general partners and designating their capacity. Frazier v. Carlin, 42 Colo. App. 226, 591 P.2d 1348 (1979).   And notice to general partners satisfactory. Because the general partners possess sole management responsibility for a limited partnership, notice to them in their capacities as general partners affords that notice to the limited partnership which is necessary to satisfy the demands of due process. Frazier v. Carlin, 42 Colo. App. 226, 591 P.2d 1348 (1979).
CO Code § 7-61-109 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-109. Admission of Additional Limited Partners

 After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of section 7-61-126 .   History. Source: L. 31: P. 630, § 8. CSA: C. 123, § 51. CRS 53: § 104-2-8. C.R.S. 1963: § 104-2-8. History. Source: L. 31: P. 630, § 8. CSA: C. 123, § 51. CRS 53: § 104-2-8. C.R.S. 1963: § 104-2-8.
CO Code § 7-61-111 (2021)
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).
CO Code § 7-61-112 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-112. Status of Person Erroneously Believing Self to Be a Limited Partner

 A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that the person has become a limited partner in a limited partnership is not, by reason of the person's exercise of the rights of a limited partner, a general partner with the person or in the partnership carrying on the business or bound by the obligations of such person or partnership if, on ascertaining the mistake, the person promptly renounces the person's interest in the profits of the business or other compensation by way of income.   History. Source: L. 31: P. 631, § 11. CSA: C. 123, § 54. CRS 53: § 104-2-11. C.R.S. 1963: § 104-2-11. L. 2004: Entire section amended, p. 1437, § 114, effective July 1. History. Source: L. 31: P. 631, § 11. CSA: C. 123, § 54. CRS 53: § 104-2-11. C.R.S. 1963: § 104-2-11. L. 2004: Entire section amended, p. 1437, § 114, effective July 1.
CO Code § 7-61-113 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-113. One Person Both General and Limited Partner

  A person may be a general partner and a limited partner in the same partnership at the same time.    A person who is a general partner and at the same time a limited partner shall have all the rights and powers and be subject to all the restrictions of a general partner; except that, in respect to such person's contribution, the person shall have the rights against the other members that the person would have had if the person were not also a general partner.     History. Source: L. 31: P. 632, § 12. CSA: C. 123, § 55. CRS 53: § 104-2-12. C.R.S. 1963: § 104-2-12. L. 2004: (2) amended, p. 1437, § 115, effective July 1. History. Source: L. 31: P. 632, § 12. CSA: C. 123, § 55. CRS 53: § 104-2-12. C.R.S. 1963: § 104-2-12. L. 2004: (2) amended, p. 1437, § 115, effective July 1.
CO Code § 7-61-114 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-114. Transactions With Limited Partner

  A limited partner also may loan money to and transact other business with the partnership and, unless the limited partner is also a general partner, receive, on account of resulting claims against the partnership, a pro rata share of the assets with general creditors.    No limited partner shall, in respect to any such claim:   Receive or hold as collateral security any partnership property; or    Receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.       The receiving of collateral security or a payment, conveyance, or release in violation of the provisions of subsection (1) of this section is a fraud on the creditors of the partnership.     History. Source: L. 31: P. 632, § 13. CSA: C. 123, § 56. CRS 53: § 104-2-13. C.R.S. 1963: § 104-2-13. L. 2004: (1) amended, p. 1437, § 116, effective July 1. History. Source: L. 31: P. 632, § 13. CSA: C. 123, § 56. CRS 53: § 104-2-13. C.R.S. 1963: § 104-2-13. L. 2004: (1) amended, p. 1437, § 116, effective July 1.
CO Code § 7-61-115 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-115. Relation of Limited Partners Inter Se

 Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made it shall be stated in the certificate, and, in the absence of such a statement, all the limited partners shall stand upon equal footing.   History. Source: L. 31: P. 633, § 14. CSA: C. 123, § 57. CRS 53: § 104-2-14. C.R.S. 1963: § 104-2-14. History. Source: L. 31: P. 633, § 14. CSA: C. 123, § 57. CRS 53: § 104-2-14. C.R.S. 1963: § 104-2-14.
CO Code § 7-61-116 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-116. Compensation of Limited Partner

 A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate, if after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners.   History. Source: L. 31: P. 633, § 15. CSA: C. 123, § 58. CRS 53: § 104-2-15. C.R.S. 1963: § 104-2-15. History. Source: L. 31: P. 633, § 15. CSA: C. 123, § 58. CRS 53: § 104-2-15. C.R.S. 1963: § 104-2-15.    ANNOTATION   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).
CO Code § 7-61-118 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-118. Liability of Limited Partner to Partnership

  A limited partner is liable to the partnership:   For the difference between the contribution as actually made by the limited partner and that stated in the certificate as having been made; and    For any unpaid contribution that the limited partner agreed in the certificate to make in the future, at the time and on the conditions stated in the certificate.       A limited partner holds as trustee for the partnership:   Specific property stated in the certificate as contributed by the limited partner but that was not contributed or that has been wrongfully returned; and    Money or other property wrongfully paid or conveyed to the limited partner on account of the limited partner's contribution.       The liabilities of a limited partner as set forth in this section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.    When a contributor has rightfully received the return in whole or in part of the capital of the contributor's contribution, the contributor is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.     History. Source: L. 31: P. 635, § 17. CSA: C. 123, § 60. CRS 53: § 104-2-17. C.R.S. 1963: § 104-2-17. L. 2004: (1), (2), and (4) amended, p. 1438, § 118, effective July 1. History. Source: L. 31: P. 635, § 17. CSA: C. 123, § 60. CRS 53: § 104-2-17. C.R.S. 1963: § 104-2-17. L. 2004: (1), (2), and (4) amended, p. 1438, § 118, effective July 1.    ANNOTATION   This section, when considered in conjunction with §§ 7-61-103 and 7-61-117 , does not bar suit nor entry of judgment and only reflects that a limited partner “shall not receive” a cash distribution in preference to creditors of the partnership when such distribution would result in insufficient assets remaining to pay creditors. Horizon Venture v. Horizon P'ship, 791 P.2d 1223 (Colo. App. 1990).
CO Code § 7-61-119 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-119. Nature of Limited Partner's Interest

 A limited partner's interest in the partnership is personal property.   History. Source: L. 31: P. 636, § 18. CSA: C. 123, § 61. CRS 53: § 104-2-18. C.R.S. 1963: § 104-2-18. History. Source: L. 31: P. 636, § 18. CSA: C. 123, § 61. CRS 53: § 104-2-18. C.R.S. 1963: § 104-2-18.    ANNOTATION   Law reviews. For article, “Financing Real Estate Developments”, see 11 Colo. Law. 2093 (1982).
CO Code § 7-61-120 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-120. Assignment of Limited Partner's Interest

  A limited partner's interest is assignable.    A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned the limited partner's interest in a partnership.    An assignee who does not become a substituted limited partner has no right to require any information or accounting of the partnership transactions or to inspect the partnership books. The assignee is only entitled to receive the share of the profits or other compensation by way of income or the return of the contribution to which the assignee's assignor would otherwise be entitled.    An assignee shall have the right to become a substituted limited partner if all the members, except the assignor, consent thereto or if the assignor, being empowered by the certificate, gives the assignee that right.    An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with section 7-61-126.    The substituted limited partner has all the rights and powers and is subject to all the restrictions and liabilities of the substituted limited partner's assignor, except those liabilities of which the substituted limited partner was ignorant at the time the substituted limited partner became a limited partner and that could not be ascertained from the certificate.    The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under sections 7-61-108 and 7-61-118.     History. Source: L. 31: P. 636, § 19. CSA: C. 123, § 62. CRS 53: § 104-2-19. C.R.S. 1963: § 104-2-19. L. 2004: (2), (3), and (6) amended, p. 1438, § 119, effective July 1. History. Source: L. 31: P. 636, § 19. CSA: C. 123, § 62. CRS 53: § 104-2-19. C.R.S. 1963: § 104-2-19. L. 2004: (2), (3), and (6) amended, p. 1438, § 119, effective July 1.
CO Code § 7-61-121 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-121. Effect of Retirement, Death, or Insanity of a General Partner

  The retirement, death, or insanity of a general partner dissolves the partnership unless the business is continued by the remaining general partners:   Under a right to do so as stated in the certificate; or    With the consent of all members.        History. Source: L. 31: P. 638, § 20. CSA: C. 123, § 63. CRS 53: § 104-2-20. C.R.S. 1963: § 104-2-20. History. Source: L. 31: P. 638, § 20. CSA: C. 123, § 63. CRS 53: § 104-2-20. C.R.S. 1963: § 104-2-20.
CO Code § 7-61-122 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-122. Death of Limited Partner

  On the death of a limited partner, the deceased limited partner's executor or administrator shall have all the rights of a limited partner for the purpose of settling the deceased limited partner's estate and such power as the deceased limited partner had to constitute the deceased limited partner's assignee a substituted limited partner.    The estate of a deceased limited partner shall be liable for all of the liabilities of the deceased limited partner as a limited partner.     History. Source: L. 31: P. 638, § 21. CSA: C. 123, § 64. CRS 53: § 104-2-21. C.R.S. 1963: § 104-2-21. L. 2004: Entire section amended, p. 1439, § 120, effective July 1. History. Source: L. 31: P. 638, § 21. CSA: C. 123, § 64. CRS 53: § 104-2-21. C.R.S. 1963: § 104-2-21. L. 2004: Entire section amended, p. 1439, § 120, effective July 1.