reglab/housing_qa huggingface dataset:
CO Code § 7-61-123 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-123. Rights of Creditors of Limited Partner

  On due application to a court of competent jurisdiction by any creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of such claim and may appoint a receiver and make all other orders, directions, and inquiries which the circumstances of the case may require.    The interest may be redeemed with the separate property of any general partner but may not be redeemed with partnership property.    The remedies conferred by subsection (1) of this section shall not be deemed exclusive of others which may exist.    Nothing in this article shall be held to deprive a limited partner of the limited partner's statutory exemption.     History. Source: L. 31: P. 638, § 22. CSA: C. 123, § 65. CRS 53: § 104-2-22. C.R.S. 1963: § 104-2-22. L. 2004: (4) amended, p. 1439, § 121, effective July 1. History. Source: L. 31: P. 638, § 22. CSA: C. 123, § 65. CRS 53: § 104-2-22. C.R.S. 1963: § 104-2-22. L. 2004: (4) amended, p. 1439, § 121, effective July 1.    ANNOTATION   Law reviews. For article, “Letters of Credit in Limited Partnership Financing -- A Legal Time Bomb?”, see 13 Colo. Law. 1989 (1984).
CO Code § 7-61-124 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-124. Distribution of Assets

  In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order:   Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to general partners;    Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;    Those to limited partners in respect to the capital of their contributions;    Those to general partners other than for capital and profits;    Those to general partners in respect to profits;    Those to general partners in respect to capital.       Subject to any statement in the certificate or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions respectively, in proportion to the respective amounts of such claims.     History. Source: L. 31: P. 639, § 23. CSA: C. 123, § 66. CRS 53: § 104-2-23. C.R.S. 1963: § 104-2-23. History. Source: L. 31: P. 639, § 23. CSA: C. 123, § 66. CRS 53: § 104-2-23. C.R.S. 1963: § 104-2-23.    ANNOTATION   Applied in Beals v. Tri-B Assocs., 644 P.2d 78 (Colo. App. 1982).
CO Code § 7-61-125 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-125. When Certificate Shall Be Canceled or Amended

  The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such.    A certificate shall be amended when:   There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner;    A person is substituted as a limited partner;    An additional limited partner is admitted;    A person is admitted as a general partner;    A general partner retires, dies, or is unable to function as a general partner as a result of a mental health disorder and the business is continued under section 7-61-121;    There is a change in the character of the business of the partnership;    There is a false or erroneous statement in the certificate;    There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution;    A time is fixed for the dissolution of the partnership or the return of a contribution, no time having been stated in the certificate; or    The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.        History. Source: L. 31: P. 640, § 24. CSA: C. 123, § 67. CRS 53: § 104-2-24. C.R.S. 1963: § 104-2-24. L. 2003: (2)(i) amended, p. 2240, § 120, effective July 1, 2004. L. 2017: (2)(e) amended,(SB 17-242), ch. 263, p. 1263, § 32, effective May 25. History. Source: L. 31: P. 640, § 24. CSA: C. 123, § 67. CRS 53: § 104-2-24. C.R.S. 1963: § 104-2-24. L. 2003: (2)(i) amended, p. 2240, § 120, effective July 1, 2004. L. 2017: (2)(e) amended,(SB 17-242), ch. 263, p. 1263, § 32, effective May 25.    Cross references:   For the legislative declaration in SB 17-242, see section 1 of chapter 263, Session Laws of Colorado 2017.
CO Code § 7-61-126 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-126. Requirements for Amendment and for Cancellation of Certificate

  The writing to amend a certificate shall:   Conform to the requirements of section 7-61-103 insofar as necessary to state clearly the change in the certificate that is desired; and    Be signed and sworn to by all members, and an amendment substituting a limited partner or adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.       The writing to cancel a certificate shall be signed by all members.    If any person designated in subsections (1) and (2) of this section as a person who must execute the writing to cancel a certificate refuses to do so, a person desiring the cancellation or amendment of such certificate may petition the district court to direct a cancellation or amendment thereof.    If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the county clerk and recorder in the office in which the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree stating the amendment.    A certificate is amended or canceled when there is filed for record in the office of the county clerk and recorder in which the certificate is recorded:   A writing in accordance with the provisions of subsections (1) and (2) of this section; or    A certified copy of the order of court in accordance with the provisions of subsection (4) of this section.       After the certificate is duly amended in accordance with this section, the amended certificate thereafter shall be for all purposes the certificate provided for by this article.     History. Source: L. 31: P. 641, § 25. CSA: C. 123, § 68. CRS 53: § 104-2-25. C.R.S. 1963: § 104-2-25. L. 2003: (1)(a), (4), and IP(5) amended, p. 2240, § 121, effective July 1, 2004. History. Source: L. 31: P. 641, § 25. CSA: C. 123, § 68. CRS 53: § 104-2-25. C.R.S. 1963: § 104-2-25. L. 2003: (1)(a), (4), and IP(5) amended, p. 2240, § 121, effective July 1, 2004.
CO Code § 7-61-127 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-127. Parties to Actions

 A contributor, unless the contributor is a general partner, is not a proper party to proceedings by or against a partnership except where the object is to enforce a limited partner's right against or liability to the partnership.   History. Source: L. 31: P. 642, § 26. CSA: C. 123, § 69. CRS 53: § 104-2-26. C.R.S. 1963: § 104-2-26. L. 2004: Entire section amended, p. 1439, § 122, effective July 1. History. Source: L. 31: P. 642, § 26. CSA: C. 123, § 69. CRS 53: § 104-2-26. C.R.S. 1963: § 104-2-26. L. 2004: Entire section amended, p. 1439, § 122, effective July 1.    ANNOTATION   Derivative action under the common law. Under the common law, a limited partner may bring a derivative action against the general partners for breach of fiduciary duty in the management of the affairs of the partnership if the general partners refuse to or are unable to bring such an action, and this section does not prevent such an action. Moore v. 1600 Downing St., Ltd., 668 P.2d 16 (Colo. App. 1983).   Determining federal diversity jurisdiction. A limited partnership is basically an association of individuals, and the uniform act has no effect on the determination of federal diversity jurisdiction. The question of federal jurisdiction cannot be decided according to what various states determine the state substantive law should be. Grynberg v. B.B.L. Assocs., 436 F. Supp. 564 (D. Colo. 1977 ).   Applied in Frazier v. Carlin, 42 Colo. App. 226, 591 P.2d 1348 (1979).
CO Code § 7-61-128 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-128. Rules of Construction

  The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article.    This article shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it.    This article shall not be so construed as to impair the obligations of any contract existing on April 11, 1931, nor to affect any action on proceedings begun or right accrued before said date.     History. Source: L. 31: P. 643, § 28. CSA: C. 123, § 71. CRS 53: § 104-2-28. C.R.S. 1963: § 104-2-28. History. Source: L. 31: P. 643, § 28. CSA: C. 123, § 71. CRS 53: § 104-2-28. C.R.S. 1963: § 104-2-28.
CO Code § 7-61-129 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-129. Law Governing Cases Not Covered

  In any case not provided for in this article, the provisions of either article 60 or 64 of this title shall govern, to the extent applicable, as follows:   A limited partnership may elect to be governed by article 64 of this title by filing for record in the office of the county clerk and recorder in which its certificate of limited partnership is filed of record an amendment which includes a declaration that it elects to be governed by such article. If the election is made, the amendment shall be signed by all general partners, notwithstanding section 7-61-126 (1)(b).    A limited partnership that has made the election in paragraph (a) of this subsection (1) shall be governed by article 64 of this title.    A limited partnership that has not made the election in paragraph (a) of this subsection (1) shall be governed by article 60 of this title.        History. Source: L. 31: P. 643, § 29. CSA: C. 123, § 72. CRS 53: § 104-2-29. C.R.S. 1963: § 104-2-29. L. 97: Entire section amended, p. 916, § 3, effective January 1, 1998. History. Source: L. 31: P. 643, § 29. CSA: C. 123, § 72. CRS 53: § 104-2-29. C.R.S. 1963: § 104-2-29. L. 97: Entire section amended, p. 916, § 3, effective January 1, 1998.    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 § 7-61-129.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-129.5. Applicability

 Except as provided in section 7-62-1103 , this article shall apply to limited partnerships formed between April 11, 1931, and prior to November 1, 1981. On or after November 1, 1981, all limited partnerships shall be formed under the provisions of article 62 of this title.   History. Source: L. 81: Entire section added, p. 453, § 3, effective November 1.
CO Code § 7-61-130 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 61 - Uniform Limited Partnership Law of 1931|§ 7-61-130. Provisions for Existing Limited Partnerships

  A limited partnership formed under any statute of this state prior to April 11, 1931, may become a limited partnership under this article by complying with the provisions of section 7-61-103 if the certificate states:   The amount of the original contributions of each limited partner and the time when the contribution was made; and    That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.       A limited partnership formed under any statute of this state prior to April 11, 1931, unless it becomes a limited partnership under this article, shall continue to be governed by the provisions of prior existing law, except that such partnership shall not be renewed unless so provided in the original agreement.     History. Source: L. 31: P. 643, § 30. CSA: C. 123, § 73. CRS 53: § 104-2-30. C.R.S. 1963: § 104-2-30. L. 2003: IP(1) amended, p. 2241, § 122, effective July 1, 2004. History. Source: L. 31: P. 643, § 30. CSA: C. 123, § 73. CRS 53: § 104-2-30. C.R.S. 1963: § 104-2-30. L. 2003: IP(1) amended, p. 2241, § 122, effective July 1, 2004.
CO Code § 7-63-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 63 - Colorado Limited Partnership Association Act|§ 7-63-101. Short Title

 This article shall be known and may be cited as the “Colorado Limited Partnership Association Act”.   History. Source: L. 95: Entire article added, p. 790, § 18, effective May 24.
CO Code § 7-63-102 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 63 - Colorado Limited Partnership Association Act|§ 7-63-102. Definitions

 As used in this article, unless the context otherwise requires:    “Articles of association” and “bylaws” include amendments and restatements of the same.    “Limited partnership association” or “association” means an unincorporated business association formed under this article.     History. Source: L. 95: Entire article added, p. 790, § 18, effective May 24.    Cross references:   For additional definitions applicable to this article, see § 7-90-102 .
CO Code § 7-63-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 63 - Colorado Limited Partnership Association Act|§ 7-63-103. Nature of Business

 A limited partnership association may be formed under this article for any lawful activity, including ownership of real or personal property, subject to any provisions of law governing or regulating such activity within this state.   History. Source: L. 95: Entire article added, p. 790, § 18, effective May 24.
CO Code § 7-63-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 63 - Colorado Limited Partnership Association Act|§ 7-63-104. Formation of Association

 Any two or more persons may form a limited partnership association by subscribing to the capital of the association and by approving and delivering articles of association to the secretary of state for filing pursuant to part 3 of article 90 of this title. The association shall be formed upon the effective date of the filing of the articles by the secretary of state.   History. Source: L. 95: Entire article added, p. 790, § 18, effective May 24. L. 2002: Entire section amended, p. 1824, § 48, effective July 1; entire section amended, p. 1688, § 46, effective October 1.
CO Code § 7-63-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 63 - Colorado Limited Partnership Association Act|§ 7-63-105. Articles

  The articles of association shall state:   The domestic entity name of the association, which domestic entity name shall comply with part 6 of article 90 of this title;    A statement that the association is formed under this article;    If management is vested in the members or in one or more classes of members as provided in section 7-63-110 (3), a statement to that effect and, if any class or classes of members, but not all, are so vested with management, the name of each of the classes of members indicating which are and which are not so vested with management;    Any notice of provisions of the bylaws permitted by section 7-63-111 (3) concerning the authority of officers and managers or otherwise restricting the application of section 7-63-111 (4);    The principal office address of the association's initial principal office; and    The registered agent name and registered agent address of the association's initial registered agent.    (Deleted by amendment,L. 2003, p. 2248, § 145, effective July 1, 2004.)       Any amendment to or restatement of the articles of association shall be approved in a separate writing or writings by all of the members. This subsection (2) is a default rule, subject to the bylaws.    (Deleted by amendment,L. 2002, p. 1824, § 49, effective July 1, 2002; p. 1688, § 47, effective October 1, 2002.)    Except in a proceeding by the state to involuntarily dissolve an association, the filing of the articles of association by the secretary of state is conclusive as to formation of the association and it shall be incontestable that all conditions precedent to formation have been met.     History. Source: L. 95: Entire article added, p. 790, § 18, effective May 24. L. 2000: (1)(a) amended, p. 953, § 26, effective July 1. L. 2002: (2) and (3) amended, p. 1824, § 49, effective July 1; (2) and (3) amended, p. 1688, § 47, effective October 1. L. 2003: IP(1), (1)(a), (1)(e), (1)(f), and (1)(g) amended, p. 2248, § 145, effective July 1, 2004.
CO Code § 7-63-107 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 63 - Colorado Limited Partnership Association Act|§ 7-63-107. Limited Liability

 The managers, officers, and members, including their transferees and other successors, of an association shall not be liable under any judgment, decree, or order of any court, or in any other manner, for a debt, obligation, or other liability of the association. This section is a default rule, subject to the bylaws.   History. Source: L. 95: Entire article added, p. 791, § 18, effective May 24.
CO Code § 7-63-109 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 63 - Colorado Limited Partnership Association Act|§ 7-63-109. Bylaws

  The initial bylaws shall be adopted by all of the members either before or after its articles of association are filed.    The bylaws may be amended at any time, either before or after the articles of association are filed, by all of the members.    Except as otherwise provided in subsection (4) or (6) of this section:   The bylaws govern all matters relating to the business and affairs of an association;    The affairs of an association governed by the bylaws include, without limitation, the rights; duties; authority; liability; indemnification; admission and qualifications of; limitations on and dealings and other relations among and between the managers, officers, agents, members, transferees and other successors to the interest of a member; and the association; and    The bylaws may confer rights on and impose duties, limitations, and other provisions for the protection or benefit of any other person or persons, including the public, as third-party beneficiaries.       Except as otherwise provided in subsection (6) of this section:   The bylaws shall control over any provision of this article to the contrary that is designated in this article as “a default rule, subject to the bylaws”;    The provisions of this article that are so designated shall control only to the extent that the bylaws do not otherwise provide;    The other provisions of this article shall control over provisions of the bylaws to the contrary; and    The bylaws shall control only to the extent that such other provisions of this article do not otherwise provide.       The references in this article to matters that may be addressed in the bylaws and to matters designated as “default rules, subject to the bylaws” or with respect to which provisions of this article otherwise defer shall not be construed to limit the scope of the matters governed or controlled by the bylaws.    The bylaws may not:   Unreasonably restrict a member's right of access to books and records;    Unreasonably reduce the duty of care of a manager to the association and its members;    Eliminate the obligation of a manager to perform the manager's duty of care in good faith; except that the bylaws may determine the standards by which the performance of the obligation is to be measured if such standards are not manifestly unreasonable; or    Except as provided in section 7-63-111 (3) or for the restriction of rights conferred by or arising under the bylaws, restrict the rights of, or impose duties on, persons other than the managers, officers, agents, members and their transferees and other successors, and the association, without the consent of such persons.       Subsections (2) and (3)(c) of this section are default rules, subject to the bylaws.     History. Source: L. 95: Entire article added, p. 793, § 18, effective May 24.
CO Code § 7-63-112 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 63 - Colorado Limited Partnership Association Act|§ 7-63-112. Capital Contributions

  The persons forming an association shall make contribution to its capital in cash or in other property.    The valuation of property contributed as contemplated in subsection (1) of this section must be approved by all of the initial members. This subsection (2) is a default rule, subject to the bylaws.     History. Source: L. 95: Entire article added, p. 797, § 18, effective May 24.
CO Code § 7-63-113 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 63 - Colorado Limited Partnership Association Act|§ 7-63-113. Dividends

  As used in this section, the term “dividend” includes all distributions by an association to its members in respect of their interests in the association as members.    An association may pay dividends from time to time to its members in cash or other property as its managers determine pursuant to this section and the bylaws. For principal and income accounting purposes of a fiduciary, and subject to the instrument under which the fiduciary acts, a dividend shall constitute income unless otherwise declared by the managers as chargeable to the capital accounts of the members.    The determinations and declarations concerning a dividend shall be made by a majority in number of the managers; except that, if management is vested in the members or one or more classes of members, such determinations must also be approved by a majority in number and interest of the members. No debt of or interest in the association may be paid as a dividend unless authorized in writing by all of the members.    No dividend may be paid if, after giving it effect:   The association would not be able to pay its debts as they become due in the usual course of business; or    The association's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the association were to be dissolved, to satisfy the preferential rights of members whose preferential rights are superior to those receiving the dividend.       The managers authorizing a dividend contrary to subsection (4) of this section shall be jointly and severally liable to the association in the amount by which the dividend exceeds the dividend that could have been paid without violating said subsection (4) if it is established, subject to section 7-63-110 (6), that such managers did not perform their duties in compliance with section 7-63-110 (6). Section 7-63-110 (6) shall be applied for purposes of this subsection (5) without taking any contrary provisions of the bylaws into account.    Managers shall also have the same rights of contribution from other managers and members as directors have against other directors and shareholders under the “Colorado Business Corporation Act”, articles 101 to 117 of this title.    Subsections (3) and (6) of this section are default rules, subject to the bylaws.     History. Source: L. 95: Entire article added, p. 797, § 18, effective May 24.