reglab/statecodes huggingface dataset:
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1605 - Notice and action on plan of merger by constituent limited cooperative association

(1)
For a limited cooperative association to merge with another entity, a plan of merger must be approved by a majority vote of the board of directors or a greater percentage if required by the association's articles or bylaws.
(2)
The board of directors shall call a members meeting to consider a plan of merger approved by the board, hold the meeting not later than ninety days after approval of the plan by the board, and mail or otherwise transmit or deliver in a record to each member:
(a)
The plan of merger, or a summary of the plan and a statement of the manner in which a copy of the plan in a record may be reasonably obtained by a member;
(b)
A recommendation that the members approve the plan of merger or, if the board determines that because of conflict of interest or any other reason it should not make a favorable recommendation, the basis for that determination;
(c)
A statement of any condition of the board's submission of the plan of merger to the members; and
(d)
Notice of the meeting at which the plan of merger will be considered, which notice must be given in the same manner as notice of a special meeting of members.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 815, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1606 - Approval or abandonment of merger by members

(1)
Subject to subsections (2) and (3) of this section, a plan of merger must be approved by:
(a)
At least a majority of the voting power of members present at a members meeting called under section
7-58-1605 (2)
; and
(b)
If the limited cooperative association has investor members, at least a majority of the votes cast by patron members, unless the articles or bylaws require a greater percentage vote by patron members.
(2)
The articles or bylaws may provide that the percentage of votes required under paragraph (a) of subsection (1) of this section is:
(a)
A different percentage that is not less than a majority of members voting at the meeting;
(b)
Measured against the voting power of all members; or
(c)
A combination of paragraphs (a) and (b) of this subsection (2).
(3)
The vote required to approve a plan of merger must not be less than the vote required for the members of the limited cooperative association to amend the articles of organization.
(4)
Consent in a record to a plan of merger by a member must be delivered to the limited cooperative association before delivery of a statement of merger for filing pursuant to section
7-58-1608 (2)
if, as a result of the merger, the member will have:
(a)
Personal liability for an obligation of the association; or
(b)
An obligation or liability for an additional contribution.
(5)
Subject to subsection (4) of this section and any contractual rights, after a merger is approved, and at any time before the effective date of the merger, a limited cooperative association that is a party to the merger may approve an amendment to the plan of merger or approve abandonment of the planned merger:
(a)
As provided in the plan; and
(b)
Except as limited by the plan, with the same affirmative vote of the board of directors and of the members as was required to approve the plan.
(6)
The voting requirements for districts, classes, or voting groups under section
7-58-404
apply to approval of a merger under this part 16.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 816, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1607 - Merger of parent and subsidiary

(1)
Notwithstanding sections
7-58-1605
and
7-58-1606
, by complying with this section, any parent limited cooperative association owning one hundred percent of the voting power, memberships, or interests of a subsidiary may either merge the subsidiary into itself or merge itself into the subsidiary.
(2)
Subject to subsection (3) of this section, the boards of directors of the parent association and of the subsidiary shall adopt by resolution a plan of merger that states the following:
(a)
The entity names of the parent association and subsidiary and the entity name of the surviving entity;
(b)
The terms and conditions of the proposed merger;
(c)
The manner and basis of converting the shares of the parent association and subsidiary into shares, obligations, or other securities of the surviving entity or any other limited cooperative association into money or other property in whole or part;
(d)
Any amendments to the organizational documents of the surviving party to be effected by the merger; and
(e)
Any other provisions relating to the merger as are deemed necessary or desirable.
(3)
The members of the parent association are not required to vote on the merger unless the articles, bylaws, or the board require otherwise; except that if, as a result of the merger, the voting shares, memberships, or other interests of members of the parent association would be materially altered, then the members of the parent association have the right to vote on the plan of merger. If the members of the parent association have the right to vote on the plan of merger, the parent association shall mail a copy or summary of the plan of merger to each member of the parent association who has the right to vote on the plan. Notice and meeting requirements as provided for in this article shall apply.
(4)
If the members of the parent limited cooperative association have the right to vote on the plan of merger, unless the articles, bylaws, or the board requires a greater vote, the plan of merger must be approved by a majority of the members of the parent association present and voting on the plan in person or in any other manner authorized by the association pursuant to section
7-58-515
.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 816, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1608 - Filings required for conversion or merger

(1)
After a plan of conversion is approved, the converting entity shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of conversion pursuant to section
7-90-201.7
.
(2)
After a plan of merger is approved, the surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of merger pursuant to section
7-90-203.7
.
(3)
If the plan of conversion or merger provides for amendments to the organizational documents of the converting or surviving entity, the converting or surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, articles of amendment effecting the amendments.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 817, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1609 - Effect of conversion or merger

(1)
The effect of a conversion is determined by section
7-90-202
.
(2)
The effect of a merger is determined by section
7-90-204
.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 818, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1610 - Consolidation

(1)
Constituent entities that are limited cooperative associations or foreign cooperatives may agree to call a merger a consolidation under this part 16.
(2)
All provisions governing mergers or using the term merger in this part 16 apply equally to mergers that the constituent entities choose to call consolidations under subsection (1) of this section.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 818, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 16 - CONVERSION AND MERGER (§§ 7-58-1601 — 7-58-1611) › Section 7-58-1611 - Part not exclusive

This part 16 does not prohibit a limited cooperative association from being converted or merged under law other than this part 16.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 818, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 17 - MISCELLANEOUS PROVISIONS (§§ 7-58-1701 — 7-58-1704) › Section 7-58-1701 - Uniformity of application and construction

In applying and construing this uniform act, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact it or similar statutes.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 818, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 17 - MISCELLANEOUS PROVISIONS (§§ 7-58-1701 — 7-58-1704) › Section 7-58-1702 - Relation to electronic signatures in global and national commerce act

This article modifies, limits, or supersedes the federal "Electronic Signatures in Global and National Commerce Act",
15 U.S.C. sec. 7001
et seq., but does not modify, limit, or supersede section 101 (c) of that act,
15 U.S.C. sec. 7001 (c)
, or authorize electronic delivery of any of the notices described in section 103 (b) of that act,
15 U.S.C. sec. 7003 (b)
.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 818, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 17 - MISCELLANEOUS PROVISIONS (§§ 7-58-1701 — 7-58-1704) › Section 7-58-1703 - Saving clause

This article does not affect an action or proceeding commenced, or right accrued, before April 2, 2012.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 818, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 58 - UNIFORM LIMITED COOPERATIVE ASSOCIATION ACT (§§ 7-58-101 — 7-58-1704) › Part 17 - MISCELLANEOUS PROVISIONS (§§ 7-58-1701 — 7-58-1704) › Section 7-58-1704 - Effective date

This article takes effect April 2, 2012.
L. 2011: Entire article added, (SB 11 -191), ch. 197, p. 818, § 1, effective 4/2/2012.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-101 - Short title

This article shall be known and may be cited as the "Uniform Partnership Law".
L. 31: p. 645, § 1. CSA: C. 123, § 1. CRS 53: § 104-1-1. C.R.S. 1963: § 104-1-1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-102 - Definitions

As used in this article, unless the context otherwise requires:
(1)
"Bankrupt" includes bankrupt or debtor under the federal bankruptcy code of 1978, title 11 of the United States Code, or insolvent under any state insolvency act.
(2)
"Business" includes every trade, occupation, or profession.
(3)
"Conveyance" includes every assignment, lease, mortgage, or encumbrance.
(4)
"Court" includes every court and judge having jurisdiction in the case.
(4.5)
Repealed.
(4.7)
"Limited liability partnership" means a partnership that has registered under section
7-60-144
.
(5)
Repealed.
(6)
"Real property" includes land and any interest or estate in land.
(7)
(Deleted by amendment, L. 2004, p. 1421, § 67, effective July 1, 2004.)
L. 31: p. 645, § 2. CSA: C. 123, § 2. CRS 53: § 104-1-2. C.R.S. 1963: § 104-1-2. L. 80: (1) amended, p. 782, § 1, June 5. L. 95: (4.5) and (7) added, p. 778, § 1, effective May 24. L. 2003: (4.5)(b) and (5)(b) added by revision, pp. 2356, 2357, §§ 347, 348. L. 2004: (4.7) added and (7) amended, p. 1421, § 67, effective July 1.
Subsections (4.5)(b) and (5)(b) provided for the repeal of subsections (4.5) and (5) respectively, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
For additional definitions applicable to this article, see § 7-90-102 .
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-103 - Knowledge and notice

(1)
A person has "knowledge" of a fact within the meaning of this article not only when the person has actual knowledge thereof but also when the person has knowledge of such other facts as in the circumstances show bad faith.
(2)
A person has "notice" of a fact within the meaning of this article when the person who claims the benefit of the notice:
(a)
States the fact to such person; or
(b)
Delivers through the mail or by other means of communication a written statement of the facts to such person or to a proper person at such person or recipient's place of business or residence.
L. 31: p. 646, § 3. CSA: C. 123, § 3. CRS 53: § 104-1-3. C.R.S. 1963: § 104-1-3. L. 2004: (1) and (2)(b) amended, p. 1421, § 68, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-104 - Rules of construction

(1)
The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article.
(2)
The law of estoppel shall apply under this article.
(3)
The law of agency shall apply under this article.
(4)
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.
(5)
This article shall not be construed so as to impair the obligations of any contract existing prior to April 17, 1931, nor to affect any action or proceedings begun or right accrued before said date.
L. 31: p. 646, § 4. CSA: C. 123, § 4. CRS 53: § 104-1-4. C.R.S. 1963: § 104-1-4.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-105 - Rules for cases not covered

In any case not provided for in this article, the rules of law and equity, including the law merchant, shall govern.
L. 31: p. 647, § 5. CSA: C. 123, § 5. CRS 53: § 104-1-5. C.R.S. 1963: § 104-1-5.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-106 - Partnership defined

(1)
A partnership is an association of two or more persons to carry on, as co-owners, a business for profit and includes, without limitation, a limited liability partnership.
(2)
But any association formed under any other statute of this state or any statute adopted by an authority other than the authority of this state is not a partnership under this article unless such association has been a partnership in this state prior to April 17, 1931. This article shall apply to limited partnerships except insofar as the statutes relating to such partnerships are inconsistent herewith.
L. 31: p. 647, § 6. CSA: C. 123, § 6. CRS 53: § 104-1-6. C.R.S. 1963: § 104-1-6. L. 95: (1) amended, p. 778, § 2, effective May 24. L. 2004: (1) amended, p. 1422, § 69, effective July 1.
For provisions on limited partnerships, see articles 61 and 62 of this title.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-107 - Partnership determined - how

(1)
In determining whether a partnership exists these rules shall apply:
(a)
Except as provided by section
7-60-116
, persons who are not partners as to each other are not partners as to third persons;
(b)
Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not of itself establish a partnership, whether such co-owners do or do not share any profits made by the use of the property;
(c)
The sharing of gross returns does not of itself establish a partnership, whether or not the persons sharing them have a joint or common right or interest in any property from which the returns are derived;
(d)
The receipt by a person of a share of the profits of a business is prima facie evidence that the person is a partner in the business, but no such inference shall be drawn if such profits were received in payment:
(I)
As a debt by installments or otherwise;
(II)
As wages of an employee or rent to a landlord;
(III)
As an annuity to a surviving spouse or representative of a deceased partner;
(IV)
As interest on a loan, though the amount of payment varies with the profits of the business;
(V)
As the consideration for the sale of a goodwill of a business or other property by installments or otherwise.
L. 31: p. 647, § 7. CSA: C. 123, § 7. CRS 53: § 104-1-7. C.R.S. 1963: § 104-1-7. L. 77: (1)(d)(III) amended, p. 294, § 1, effective July 1. L. 2004: IP(1)(d) amended, p. 1422, § 70, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-108 - Partnership property

(1)
All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise on account of the partnership is partnership property.
(2)
Unless the contrary intention appears, property acquired with partnership funds is partnership property.
(3)
Any estate in real property may be acquired in the partnership name. Title so acquired can be conveyed only in the partnership name.
(4)
A conveyance to a partnership in the partnership name, though without words of inheritance, passes the entire estate of the grantor unless a contrary intent appears.
L. 31: p. 648, § 8. CSA: C. 123, § 8. CRS 53: § 104-1-8. C.R.S. 1963: § 104-1-8.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-109 - Partner agent of partnership

(1)
Subject to the effect of a statement of partnership authority under section
7-64-303
, every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument for apparently carrying on in the usual way the business of the partnership of which the partner is a member, binds the partnership, unless the partner so acting has in fact no authority to act for the partnership in the particular matter and the person with whom the partner is dealing has knowledge of the fact that the partner has no such authority.
(2)
An act of a partner which is not apparently for the carrying on of the business of the partnership in the usual way does not bind the partnership unless authorized by the other partners.
(3)
Unless authorized by the other partners or unless they have abandoned the business, one or more but less than all the partners have no authority to:
(a)
Assign the partnership property in trust for creditors or on the assignee's promise to pay the debts of the partnership;
(b)
Dispose of the goodwill of the business;
(c)
Do any other act which would make it impossible to carry on the ordinary business of the partnership;
(d)
Confess a judgment.
(e)
Repealed.
(4)
No act of a partner in contravention of a restriction on authority shall bind the partnership to persons having knowledge of the restriction.
L. 31: p. 649, § 9. CSA: C. 123, § 9. CRS 53: § 104-1-9. C.R.S. 1963: § 104-1-9. L. 75: (3)(e) repealed, p. 578, § 3, effective July 14. L. 2004: (1) amended, p. 1422, § 71, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-110 - Conveyance of real property

(1)
Subject to the effect of a statement of partnership authority under section
7-64-303
, where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; except that the partnership may recover such property unless the partner's act binds the partnership under the provisions of section
7-60-109(1)
or unless such property has been conveyed by the grantee or a person claiming through such grantee to a holder for value without knowledge that the partner, in making the conveyance, has exceeded the partner's authority.
(2)
Where title to real property is in the name of the partnership, a conveyance executed by a partner in the partner's own name passes the equitable interest of the partnership if the act is one within the authority of the partner under the provisions of section
7-60-109(1)
.
(3)
Where title to real property is in the name of one or more but not all the partners and the record does not disclose the right of the partnership, the partners in whose name the title stands may convey title to such property, but the partnership may recover such property if the partner's act does not bind the partnership under the provisions of section
7-60-109(1)
, unless the purchaser or the purchaser's assignee is a holder for value, without knowledge.
(4)
Where the title to real property is in the name of one or more or all the partners or in a third person in trust for the partnership, a conveyance executed by a partner in the partnership name or in the partner's own name passes the equitable interest of the partnership if the act is one within the authority of the partner under the provisions of section
7-60-109(1)
.
(5)
Where the title to real property is in the names of all the partners, a conveyance executed by all the partners passes all their rights in such property.
L. 31: p. 650, § 10. CSA: C. 123, § 10. CRS 53: § 104-1-10. C.R.S. 1963: § 104-1-10. L. 2004: (1) to (4) amended, p. 1422, § 72, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-111 - Admission of partner binds partnership

An admission or representation made by any partner concerning partnership affairs within the scope of the partner's authority as conferred by this article is evidence against the partnership.
L. 31: p. 651, § 11. CSA: C. 123, § 11. CRS 53: § 104-1-11. C.R.S. 1963: § 104-1-11. L. 2004: Entire section amended, p. 1423, § 73, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-112 - Notice to partner - effect

Notice to any partner of any matter relating to partnership affairs and the knowledge of the partner acting in the particular matter acquired while a partner or then present to the partner's mind and the knowledge of any other partner who reasonably could and should have communicated it to the acting partner operate as notice to or knowledge of the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
L. 31: p. 651, § 12. CSA: C. 123, § 12. CRS 53: § 104-1-12. C.R.S. 1963: § 104-1-12. L. 2004: Entire section amended, p. 1423, § 74, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-113 - Partner's wrongful acts - liability

Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of the other partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the partnership is liable therefor to the same intent as the partner so acting or omitting to act.
L. 31: p. 652, § 13. CSA: C. 123, § 13. CRS 53: § 104-1-13. C.R.S. 1963: § 104-1-13. L. 2004: Entire section amended, p. 1423, § 75, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-114 - Partner's breach of trust - liability

(1)
The partnership is bound to make good the loss:
(a)
Where one partner acting within the scope of such partner's apparent authority receives money or property of a third person and misapplies it; and
(b)
Where the partnership in the course of its business receives money or property of a third person and the money or property so received is misapplied by any partner while it is in the custody of the partnership.
L. 31: p. 652, § 14. CSA: C. 123, § 14. CRS 53: § 104-1-14. C.R.S. 1963: § 104-1-14. L. 2004: (1)(a) amended, p. 1423, § 76, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-115 - Nature of partner's liability

(1)
Except as otherwise provided in subsection (2) of this section, all partners are liable:
(a)
Jointly and severally for everything chargeable to the partnership under sections
7-60-113
and
7-60-114
;
(b)
Jointly and severally for all other debts and obligations of the partnership, but any partner may enter into a separate obligation to perform a partnership contract.
(2)
(a)
Except as otherwise provided in the partnership agreement, partners in a limited liability partnership are not liable directly or indirectly, including by way of indemnification, contribution, or otherwise, under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of or chargeable to the partnership while it is a limited liability partnership; except that this subsection (2) shall not affect the liability of a partner in a limited liability partnership for such partner's own negligence, wrongful acts, or misconduct.
(b)
Partners in a limited liability partnership do not become liable, directly or indirectly, for debts, obligations, or liabilities incurred while the partnership was a limited liability partnership merely because the partnership ceases to be a limited liability partnership.
L. 31: p. 652, § 15. CSA: C. 123, § 15. CRS 53: § 104-1-15. C.R.S. 1963: § 104-1-15. L. 73: p. 1082, § 1. L. 95: Entire section amended, p. 778, § 3, effective May 24. L. 2004: (2) amended, p. 1423, § 77, effective July 1.
For service on partnerships, see rule 4(e)(4), C.R.C.P.; for judgments against partners and partnerships, see rule 54(e), C.R.C.P.; for judgments against partners not served with process, see rule 106 (a)(5), C.R.C.P.; for joint rights and obligations, see § 13-50-101.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-116 - Liability of purported partner

(1)
If a person, by words or conduct, purports to be a partner or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If a partnership obligation results, the purported partner is liable with respect to that obligation as if the purported partner were a partner in the partnership, and, if the partnership is a limited liability partnership, the purported partner's liability is subject to section
7-60-115(2)
as if the purported partner were a partner in the limited liability partnership. If no partnership obligation results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(2)
When a partnership liability results, such person is liable as though the person were an actual member of the partnership; except that, in the case of a limited liability partnership, the person's liability is subject to section
7-60-115(2)
.
(3)
When no partnership liability results, such person is liable jointly with the other persons, if any, so consenting to the contract or representation as to incur liability, otherwise separately.
(4)
When a person has been thus represented to be a partner in an existing partnership or with one or more persons not actual partners, the purported partner is an agent of the persons consenting to such representation to bind them to the same extent and in the same manner as though the purported partner were a partner in fact with respect to persons who rely upon the representation. Where all the members of the existing partnership consent to the representation, a partnership act or obligation results; but in all other cases it is the joint act or obligation of the person acting and the persons consenting to the representation.
L. 31: p. 653, § 16. CSA: C. 123, § 16. CRS 53: § 104-1-16. C.R.S. 1963: § 104-1-16. L. 95: (2) amended, p. 779, § 4, effective May 24. L. 2004: (1), (2), and (4) amended, p. 1424, § 78, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-117 - Liability of incoming partner

A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before such admission as though the person had been a partner when such obligations were incurred; except that this liability shall be satisfied only out of partnership property.
L. 31: p. 654, § 17. CSA: C. 123, § 17. CRS 53: § 104-1-17. C.R.S. 1963: § 104-1-17. L. 2004: Entire section amended, p. 1425, § 79, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-118 - Rights and duties of partners

(1)
The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
(a)
Each partner shall be repaid such partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied and shall contribute toward the losses whether of capital or otherwise sustained by the partnership according to such partner's share in the profits; except that a partner in a limited liability partnership shall not be obligated to contribute to partnership losses in excess of the partner's interest in the partnership beyond the extent:
(I)
Such obligation to contribute is set out in a writing signed by the partner; or
(II)
Such loss is attributable to an obligation or liability for which the partner would have individual liability under section
7-60-115(2)
.
(b)
The partnership shall indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business or for the preservation of its business or property.
(c)
A partner who in aid of the partnership makes any payment or advance beyond the amount of capital that the partner agreed to contribute shall be paid interest from the date of the payment or advance.
(d)
A partner shall receive interest on the capital contributed by the partner only from the date when repayment should be made.
(e)
All partners have equal rights in the management and conduct of the partnership business.
(f)
No partner is entitled to remuneration for acting in the partnership business, but a surviving partner is entitled to reasonable compensation for the partner's services in winding up the partnership affairs.
(g)
No person can become a member of a partnership without the consent of all the partners.
(h)
Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
L. 31: p. 654, § 18. CSA: C. 123, § 18. CRS 53: § 104-1-18. C.R.S. 1963: § 104-1-18. L. 95: (1)(a) amended, p. 779, § 5, effective May 24. L. 2004: IP(1)(a), (1)(b), (1)(c), (1)(d), and (1)(f) amended, p. 1425, § 80, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-119 - Partnership books

The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them.
L. 31: p. 655, § 19. CSA: C. 123, § 19. CRS 53: § 104-1-19. C.R.S. 1963: § 104-1-19.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-120 - Duty to render information

Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner under legal disability.
L. 31: p. 656, § 20. CSA: C. 123, § 20. CRS 53: § 104-1-20. C.R.S. 1963: § 104-1-20.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-121 - Accountable as a fiduciary

(1)
Every partner shall account to the partnership for any benefit and hold as trustee for it any profits derived by such partner without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any use by such partner of its property.
(2)
This section applies also to the representatives of a deceased partner engaged in the liquidation of the affairs of the partnership as the personal representatives of the last surviving partner.
L. 31: p. 656, § 21. CSA: C. 123, § 21. CRS 53: § 104-1-21. C.R.S. 1963: § 104-1-21. L. 2004: (1) amended, p. 1425, § 81, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-122 - Right to an account

(1)
Any partner shall have the right to a formal account as to partnership affairs:
(a)
If the partner is wrongfully excluded from the partnership business or possession of its property by the other partners;
(b)
If the right exists under the terms of any agreement;
(c)
As provided by section
7-60-121
;
(d)
Whenever other circumstances render it just and reasonable.
L. 31: p. 656, § 22. CSA: C. 123, § 22. CRS 53: § 104-1-22. C.R.S. 1963: § 104-1-22. L. 2004: (1)(a) amended, p. 1425, § 82, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-123 - Rights and duties beyond term

(1)
When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, insofar as is consistent with a partnership at will.
(2)
A continuation of the business by the partners or such of them as habitually acted therein during the term, without any settlement or liquidation of the partnership affairs, is prima facie evidence of a continuation of the partnership.
L. 31: p. 657, § 23. CSA: C. 123, § 23. CRS 53: § 104-1-23. C.R.S. 1963: § 104-1-23.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-124 - Property rights of a partner

(1)
The property rights of a partner are:
(a)
Such partner's rights in specific partnership property;
(b)
Such partner's interest in the partnership; and
(c)
Such partner's right to participate in the management.
L. 31: p. 657, § 24. CSA: C. 123, § 24. CRS 53: § 104-1-24. C.R.S. 1963: § 104-1-24. L. 2004: Entire section amended, p. 1426, § 83, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-125 - Right in specific property

(1)
A partner is co-owner with the other partners of specific partnership property holding as a tenant in partnership.
(2)
The incidents of tenancy in partnership are such that:
(a)
A partner, subject to the provisions of this article and to any agreement between the partners, has an equal right with the other partners to possess specific partnership property for partnership purposes; except that a partner has no right to possess such property for any other purpose without the consent of the other partners;
(b)
A partner's right in specific partnership property is not assignable except in connection with the assignment of rights of all the partners in the same property;
(c)
A partner's right in specific partnership property is not subject to attachment or execution except on a claim against the partnership. When partnership property is attached for a partnership debt the partners, or any of them, or the representatives of a deceased partner, cannot claim any right under the homestead or exemption laws.
(d)
On the death of a partner, the deceased partner's right in specific partnership property vests in the surviving partner or partners, except where the deceased partner was the last surviving partner, when the right in such property vests in the deceased partner's legal representative. The surviving partner or partners or the legal representative of the last surviving partner has no right to possess the partnership property for any but a partnership purpose.
(e)
A partner's right in specific partnership property is not subject to dower, curtesy, or allowances to widows, heirs, or next of kin.
L. 31: p. 657, § 25. CSA: C. 123, § 25. CRS 53: § 104-1-25. C.R.S. 1963: § 104-1-25. L. 2004: (1), (2)(a), and (2)(d) amended, p. 1426, § 84, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-126 - Nature of partner's interest

A partner's interest in the partnership is the partner's share of the profits and surplus, and the same is personal property.
L. 31: p. 659, § 26. CSA: C. 123, § 26. CRS 53: § 104-1-26. C.R.S. 1963: § 104-1-26. L. 2004: Entire section amended, p. 1426, § 85, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-127 - Assignment of partner's interest

(1)
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.
(2)
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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-128 - Interest subject to charging order

(1)
On due application to a court of competent jurisdiction by any judgment creditor of a partner, the court that entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of the judgment with interest thereon; and may then or later appoint a receiver of the debtor partner's share of the profits and of any other money due or to fall due to the debtor partner in respect of the partnership and make all other orders, directions, accounts, and inquiries that the debtor partner might have made, or that the circumstances of the case may require.
(2)
The interest charged may be redeemed at any time before foreclosure or, in case of a sale being directed by the court, may be purchased without thereby causing a dissolution:
(a)
With separate property by any one or more of the partners; or
(b)
With partnership property by any one or more of the partners with the consent of all the partners whose interests are not so charged or sold.
(3)
Nothing in this article shall be held to deprive a partner of the partner's right, if any, under the exemption laws, as regards the partner's interest in the partnership.
L. 31: p. 659, § 28. CSA: C. 123, § 28. CRS 53: § 104-1-28. C.R.S. 1963: § 104-1-28. L. 2004: (1) and (3) amended, p. 1427, § 87, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 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.
L. 31: p. 660, § 29. CSA: C. 123, § 29. CRS 53: § 104-1-29. C.R.S. 1963: § 104-1-29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 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.
L. 31: p. 660, § 30. CSA: C. 123, § 30. CRS 53: § 104-1-30. C.R.S. 1963: § 104-1-30.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 60 - UNIFORM PARTNERSHIP LAW (§§ 7-60-101 — 7-60-154) › Section 7-60-131 - Causes of dissolution

(1)
Dissolution is caused:
(a)
Without violation of the agreement between the partners:
(I)
By the termination of the definite term or particular undertaking stated in the agreement;
(II)
By the express will of any partner when no definite term or particular undertaking is stated;
(III)
By the express will of all the partners who have not assigned their interests or allowed them to be charged for their separate debts either before or after the termination of any stated term or particular undertaking;
(IV)
By the expulsion of any partner from the business bona fide in accordance with such a power conferred by the agreement between the partners;
(b)
In contravention of the agreement between the partners, where the circumstances do not permit a dissolution under any other provision of this section, by the express will of any partner at any time;
(c)
By any event which makes it unlawful for the business of the partnership to be carried on or for the members to carry it on in partnership;
(d)
By the death of any partner;
(e)
By the bankruptcy of any partner or the partnership;
(f)
By decree of court under section
7-60-132
.
L. 31: p. 660, § 31. CSA: C. 123, § 31. CRS 53: § 104-1-31. C.R.S. 1963: § 104-1-31. L. 2003: (1)(a)(I) to (1)(a)(III) amended, p. 2236, § 112, effective 7/1/2004.