reglab/housing_qa huggingface dataset:
CO Code § 7-60-127 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-127. Assignment of Partner's Interest

  A conveyance by a partner of the partner's interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with the assignee's contract the profits to which the assigning partner would otherwise be entitled.    In a dissolution of the partnership, the assignee is entitled to receive the assignor's interest and may require an account only from the date of the last account agreed to by all the partners.     History. Source: L. 31: P. 659, § 27. CSA: C. 123, § 27. CRS 53: § 104-1-27. C.R.S. 1963: § 104-1-27. L. 2004: Entire section amended, p. 1426, § 86, effective July 1. History. Source: L. 31: P. 659, § 27. CSA: C. 123, § 27. CRS 53: § 104-1-27. C.R.S. 1963: § 104-1-27. L. 2004: Entire section amended, p. 1426, § 86, effective July 1.    ANNOTATION   Law reviews. For article, “Non-Tax Advantages of the Revocable Trust (With Emphasis on Use as Will Substitute)”, see 37 Dicta 333 (1960).   Purpose of section. Where a partner assigns his rights to profits, but the remaining partners have not agreed to admit the assignee as a partner, this section assures that the assignee does not become a partner without the consent of the remaining partners in contravention of § 7-60-118 (1)(g) . Hence, the provision that the partnership is not dissolved merely protects the original parties from an unwanted partner or from a finding of partnership from the fact of the assignee's receipt of a share of the profits. Wester & Co. v. Nestle, 669 P.2d 1046 (Colo. App. 1983).   Applied in In re Dews, 152 B.R. 982 (Bankr. D. Colo. 1993 ).
CO Code § 7-60-129 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-129. Dissolution Defined

 The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.   History. Source: L. 31: P. 660, § 29. CSA: C. 123, § 29. CRS 53: § 104-1-29. C.R.S. 1963: § 104-1-29. History. Source: L. 31: P. 660, § 29. CSA: C. 123, § 29. CRS 53: § 104-1-29. C.R.S. 1963: § 104-1-29.    ANNOTATION   No party is compelled to continue as a partner when, by his express will, he chooses to withdraw. Wester & Co. v. Nestle, 669 P.2d 1046 (Colo. App. 1983).   Remaining partners may continue as partnership. When one partner withdraws from the business, the partnership is dissolved as to that party, although the remaining partners may elect to continue operating as a partnership. Wester & Co. v. Nestle, 669 P.2d 1046 (Colo. App. 1983).   In distributing marital assets, awarding the nonpartner spouse an in-kind division of the partner spouse's partnership interest could result in dissolution of the partnership or disruption of partnership business. In re Paul, 821 P.2d 925 (Colo. App. 1991).
CO Code § 7-60-130 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-130. Dissolution Is Not Termination

 On dissolution the partnership is not terminated but continues until the winding up of partnership affairs is completed.   History. Source: L. 31: P. 660, § 30. CSA: C. 123, § 30. CRS 53: § 104-1-30. C.R.S. 1963: § 104-1-30. History. Source: L. 31: P. 660, § 30. CSA: C. 123, § 30. CRS 53: § 104-1-30. C.R.S. 1963: § 104-1-30.    ANNOTATION   Harmless error to join dissolved partnership as defendant. Where a trial court renders judgment against a partnership as such when it is in fact dissolved when its assets and liabilities were transferred to a trust, it is harmless error which does not require reversal of the judgment by having joined the partnership, since if, in fact, the partnership has no assets and is a nonentity, then the judgment against a nonentity can do no harm and since the individual partners were also named parties, then they cannot escape personal liability for the partnership debts if the partnership is no longer existent as such. Western Spring Serv. Co. v. Andrew, 229 F.2d 413 (10th Cir. 1956).   Applied in Hooper v. Yoder, 737 P.2d 852 (Colo. 1987).
CO Code § 7-60-133 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-133. General Effect of Dissolution

  Except insofar as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership:   With respect to the partners:   When the dissolution is not by the act, bankruptcy, or death of a partner; or    When the dissolution is by such act, bankruptcy, or death of a partner, in cases where section 7-60-134 so requires.       With respect to persons not partners, as declared in section 7-60-135.        History. Source: L. 31: P. 663, § 33. CSA: C. 123, § 33. CRS 53: § 104-1-33. C.R.S. 1963: § 104-1-33. History. Source: L. 31: P. 663, § 33. CSA: C. 123, § 33. CRS 53: § 104-1-33. C.R.S. 1963: § 104-1-33.
CO Code § 7-60-134 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-134. Right of Partner to Contribution

  Except as otherwise provided in subsection (2) of this section, where the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to the other partners for such partner's share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:   The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution; or    The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy.       A partner in a limited liability partnership shall not be liable to the other partners except to the extent that:   The partner's liability is set out in a writing signed by the partner; or    The partner's obligation to contribute is attributable to a liability for which the partner would have individual liability under section 7-60-115 (2).        History. Source: L. 31: P. 663, § 34. CSA: C. 123, § 34. CRS 53: § 104-1-34. C.R.S. 1963: § 104-1-34. L. 95: Entire section amended, p. 780, § 6, effective May 24. L. 2004: IP(2) amended, p. 1427, § 89, effective July 1. History. Source: L. 31: P. 663, § 34. CSA: C. 123, § 34. CRS 53: § 104-1-34. C.R.S. 1963: § 104-1-34. L. 95: Entire section amended, p. 780, § 6, effective May 24. L. 2004: IP(2) amended, p. 1427, § 89, effective July 1.
CO Code § 7-60-137 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-137. Right to Wind Up

 Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; except that any partner or any partner's legal representative or assignee, upon cause shown, may obtain winding up by the court.   History. Source: L. 31: P. 667, § 37. CSA: C. 123, § 37. CRS 53: § 104-1-37. C.R.S. 1963: § 104-1-37. L. 2004: Entire section amended, p. 1429, § 92, effective July 1. History. Source: L. 31: P. 667, § 37. CSA: C. 123, § 37. CRS 53: § 104-1-37. C.R.S. 1963: § 104-1-37. L. 2004: Entire section amended, p. 1429, § 92, effective July 1.
CO Code § 7-60-139 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-139. Rights Dissolved for Fraud

  Where a partnership contract is rescinded on the ground of fraud or misrepresentation of one of the parties, the party entitled to rescind is, without prejudice to any other right, entitled:   To a lien on or right of retention of the surplus of the partnership property after satisfying the partnership liabilities to third persons for any sum of money paid by such party for the purchase of an interest in the partnership and for any capital or advances contributed by such party; and    To stand, after all liabilities to third persons have been satisfied, in the place of the creditors of the partnership for any payments made by such party in respect of the partnership liabilities, subject to the limitations in section 7-60-115, if the partnership was a limited liability partnership at the time of its dissolution; and    To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.        History. Source: L. 31: P. 669, § 39. CSA: C. 123, § 39. CRS 53: § 104-1-39. C.R.S. 1963: § 104-1-39. L. 95: (1)(b) amended, p. 780, § 8, effective May 24. L. 2004: (1)(a) and (1)(b) amended, p. 1430, § 94, effective July 1. History. Source: L. 31: P. 669, § 39. CSA: C. 123, § 39. CRS 53: § 104-1-39. C.R.S. 1963: § 104-1-39. L. 95: (1)(b) amended, p. 780, § 8, effective May 24. L. 2004: (1)(a) and (1)(b) amended, p. 1430, § 94, effective July 1.    ANNOTATION   This section means that even though the partnership contract is procured by the fraud of one of the partners nevertheless the partnership entity is created, and until it is dissolved, the defrauded partner is liable for debts of the partnership to third persons incurred during the life of the partnership. Van Andel v. Smith, 248 F.2d 915 (10th Cir. 1957).   And the phrase “without prejudice to any other right” does not permit the defrauded partner to plead the fraud as a bar to liability to creditors, for, if that were true, paragraphs (a), (b), and (c) of subsection (1) would be meaningless. Van Andel v. Smith, 248 F.2d 915 (10th Cir. 1957).   This section does not authorize the imposition of a lien on partnership property at the request of a limited partner. Central Allied Profit Sharing v. Bailey, 759 P.2d 849 (Colo. App. 1988).
CO Code § 7-60-142 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-142. Rights of Retiring Partner

 When any partner retires or dies and the business is continued under any of the conditions set forth in section 7-60-141 (1) , (2), (3), (5), and (6), or in section 7-60-138 (2)(b) , without any settlement of accounts as between the partner or the partner's estate and the person or partnership continuing the business, unless otherwise agreed, the partner or the partner's legal representative as against such persons or partnership may have the value of the partner's interest at the date of dissolution ascertained and shall receive as an ordinary creditor an amount equal to such value with interest, or, at the partner's option or at the option of the partner's legal representative in lieu of interest, the profits attributable to the use of the partner's right in the property of the dissolved partnership; except that the creditors of the dissolved partnership as against the separate creditors, or the representative of the retired or deceased partner, shall have priority on any claim arising under this section as provided by section 7-60-141 (8) .   History. Source: L. 31: P. 674, § 42. CSA: C. 123, § 42. CRS 53: § 104-1-42. C.R.S. 1963: § 104-1-42. L. 2004: Entire section amended, p. 1431, § 97, effective July 1. History. Source: L. 31: P. 674, § 42. CSA: C. 123, § 42. CRS 53: § 104-1-42. C.R.S. 1963: § 104-1-42. L. 2004: Entire section amended, p. 1431, § 97, effective July 1.    ANNOTATION   Method of valuation of partnership interest. In consideration of the uniformity, certainty, and ease of application promoted by adoption of a per se rule, as a matter of law, in the absence of a contractual provision to the contrary, an accounting between partners must be based on the fair market value of partnership assets at the time of dissolution. Rasheed v. Mubarak, 695 P.2d 754 (Colo. App. 1984).   Applied in Thompson v. McCormick, 169 Colo. 151 , 454 P.2d 934 (1969); Jump v. Boardman, 169 Colo. 274 , 455 P.2d 206 (1969).
CO Code § 7-60-143 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-143. Accrual of Actions

 The right to an account of the partner's interest shall accrue to any partner or any partner's legal representative, as against the winding up partners, the surviving partners, or the person or partnership continuing the business at the date of dissolution, in the absence of any agreement to the contrary.   History. Source: L. 31: P. 675, § 43. CSA: C. 123, § 43. CRS 53: § 104-1-43. C.R.S. 1963: § 104-1-43. L. 2004: Entire section amended, p. 1431, § 98, effective July 1. History. Source: L. 31: P. 675, § 43. CSA: C. 123, § 43. CRS 53: § 104-1-43. C.R.S. 1963: § 104-1-43. L. 2004: Entire section amended, p. 1431, § 98, effective July 1.    ANNOTATION   For a withdrawing partner seeking an accounting against any partners who are winding up or continuing the business, the cause of action accrues on the date the withdrawing partner ceases to be associated with the business, resulting in dissolution of the partnership. Once the plaintiff ceased to be associated with the partnership, not only did this dissolve any still-existing partnership, it also caused the statute of limitations to begin to run on the plaintiff's own claim for an accounting. Tafoya v. Perkins, 932 P.2d 836 (Colo. App. 1996).
CO Code § 7-60-144.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-144.5. Statement of Partnership Authority or Statement of Denial

 With respect to a partnership governed by this article or a limited partnership that has not made the election provided for in section 7-61-129 (1)(a) or 7-62-1104 (2)(a) , a statement of partnership authority may be delivered to the secretary of state pursuant to section 7-64-303 , and a statement of denial may be delivered to the secretary of state pursuant to section 7-64-304 , as if the partnership were governed by article 64 of this title or the limited partnership had made the election. Such statements have the effects specified in sections 7-64-303 and 7-64-304 , respectively.   History. Source: L. 2004: Entire section added, p. 1433, § 100, effective July 1. L. 2016: Entire section amended,(HB 16-1333), ch. 241, p. 987, § 4, effective August 10.    ANNOTATION   Law reviews. For article, “Entity and Trade Name Filing Requirements and Customs in Colorado -- Part I”, see 41 Colo. Law. 57 (Nov. 2012). For article, “Entity and Trade Name Filing Requirements and Customs in Colorado -- Part II”, see 41 Colo. Law. 25 (Dec. 2012).
CO Code § 7-60-146 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-146. Limitations on Distribution From Limited Liability Partnerships

  A limited liability partnership or limited liability limited partnership shall not make a distribution to a general partner to the extent that, at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership or limited liability limited partnership, other than liabilities to general partners on account of their partnership interests and liabilities for which the recourse of creditors is limited to specified property of the partnership, exceed the fair value of the assets of the partnership; except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the partnership only to the extent that the fair value of that property exceeds that liability. For purposes of this section and sections 7-62-607 and 7-62-608, the term “distribution” shall not include payments to the extent that the payments do not exceed amounts equal to or constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.    A general partner in a limited liability partnership or limited liability limited partnership who receives a distribution in violation of subsection (1) of this section, and who knew at the time of the distribution that such distribution violated subsection (1) of this section, shall be liable to the partnership for the amount of the distribution. A general partner in a limited liability partnership or limited liability limited partnership who receives a distribution in violation of subsection (1) of this section, and who did not know at the time of the distribution that the distribution violated subsection (1) of this section, shall not be liable for the amount of the distribution. Subject to subsection (3) of this section, this subsection (2) shall not affect any obligation or liability of a general partner under an agreement or other applicable law for the amount of a distribution.    Unless otherwise agreed, a partner in a limited liability partnership or limited liability limited partnership who receives a distribution from the partnership shall have no liability under this article or other applicable law for the amount of the distribution after the expiration of three years after the date of the distribution unless an action to recover the distribution from such partner is commenced prior to the expiration of the said three-year period and an adjudication of liability against such partner is made in the said action.     History. Source: L. 95: Entire section added, p. 784, § 11, effective May 24. L. 2004: Entire section amended, p. 1433, § 101, effective July 1. L. 2006: Entire section amended, p. 849, § 8, effective July 1.
CO Code § 7-60-149 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-149. Limited Liability Partnership Periodic Reports

 Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to limited liability partnerships subject to this article.   History. Source: L. 95: Entire section added, p. 784, § 11, effective May 24. L. 2000: Entire section repealed, p. 990, § 109, effective July 1. L. 2003: Entire section RC&RE, p. 2238, § 116, effective July 1, 2004. L. 2004: Entire section amended, p. 1434, § 103, effective July 1. L. 2010: Entire section amended, (HB 10-1403), ch. 404, p. 1994, § 5, effective August 11.
CO Code § 7-60-152.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-152.5. Registered Agent - Service of Process

 Part 7 of article 90 of this title, providing for registered agents and service of process, shall apply to limited liability partnerships and limited liability limited partnerships and to foreign limited liability partnerships and foreign limited liability limited partnerships that are authorized to transact business or conduct activities in this state pursuant to part 8 of article 90 of this title.   History. Source: L. 2004: Entire section added, p. 1434, § 105, effective July 1.
CO Code § 7-60-153 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-153. Application of Corporation Case Law to Set Aside Limited Liability

  In any case in which a party seeks to hold the partners of a limited liability partnership or limited liability limited partnership personally responsible for the alleged improper actions of the limited liability partnership or limited liability limited partnership, the court shall apply the case law that interprets the conditions and circumstances under which the corporate veil of a corporation may be pierced under Colorado law.    For purposes of this section, the failure of a limited liability partnership or limited liability limited partnership to observe the formalities or requirements relating to the management of its business and affairs is not in itself a ground for imposing personal liability on the partners for liabilities of the limited liability partnership or limited liability limited partnership.     History. Source: L. 95: Entire section added, p. 787, § 11, effective May 24. L. 2004: Entire section amended, p. 1434, § 106, effective July 1.
CO Code § 7-60-154 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 60 - Uniform Partnership Law|§ 7-60-154. Scope of Article - Choice of Law - Application to Professions and Occupations

  A partnership, including a limited liability partnership or limited liability limited partnership, may conduct its business, carry on its operations, and exercise the powers granted by this article within and without the state.      It is the intent of the general assembly that the legal existence of limited liability partnerships and limited liability limited partnerships be recognized outside the boundaries of this state and that the law of this state governing the limited liability partnership or limited liability limited partnership transacting business outside this state be granted the protection of full faith and credit under section 1 of article IV of the constitution of the United States.    It is the intent of the general assembly that the internal affairs of a limited liability partnership or limited liability limited partnership formed in this state be subject to and governed by the law of this state, including the provisions governing liability of partners for debts, obligations, and liabilities chargeable to partnerships.       Nothing in this article shall be construed to permit a limited liability partnership to engage in a profession or occupation as described in title 12, C.R.S., for which there is a specific statutory provision applicable to the practice of such profession or occupation by a corporation or professional corporation in this state unless authorized under applicable provisions of title 12, C.R.S.      History. Source: L. 95: Entire section added, p. 787, § 11, effective May 24. L. 2003: (2) amended, p. 2239, § 118, effective July 1, 2004. L. 2004: Entire section amended, p. 1435, § 107, effective July 1.
CO Code § 7-61-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-101. Short Title

 This article shall be known and may be cited as the “Uniform Limited Partnership Law of 1931”, and shall be applicable to limited partnerships as provided in section 7-61-129.5 .   History. Source: L. 31: P. 643, § 27. CSA: C. 123, § 70. CRS 53: § 104-2-27. C.R.S. 1963: § 104-2-27. L. 81: Entire section amended, p. 453, § 2, effective November 1. History. Source: L. 31: P. 643, § 27. CSA: C. 123, § 70. CRS 53: § 104-2-27. C.R.S. 1963: § 104-2-27. L. 81: Entire section amended, p. 453, § 2, effective November 1.    ANNOTATION   Law reviews. For article, “Research and Development Tax Shelter Partnerships”, see 11 Colo. Law. 1851 (1982). For comment, “The Colorado Changes to the Revised Uniform Limited Partnership Act”, see 53 U. Colo. L. Rev. 823 (1982).