reglab/statecodes huggingface dataset:
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 7-60-132 - Dissolution by decree of court

(1)
On application by or for a partner, the court shall decree a dissolution if:
(a)
A partner has been determined by the court to be mentally incompetent to such a degree that the partner is incapable of performing the partner's part of the partnership contract or a court of competent jurisdiction has made such a finding pursuant to part 3 or part 4 of article
14
of title
15
or section
27-65-110 (4)
or
27-65-127
;
(b)
A partner becomes in any other way incapable of performing the partner's part of the partnership contract;
(c)
A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of business;
(d)
A partner willfully or persistently commits a breach of the partnership agreement or otherwise so acts in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with the partner;
(e)
The business of the partnership can only be carried on at a loss;
(f)
Other circumstances render a dissolution equitable.
(2)
On the application of the purchaser of a partner's interest under sections
7-60-127
and
7-60-128
, the court shall decree a dissolution:
(a)
After the termination of the stated term or particular undertaking;
(b)
At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
Amended by 2022 Ch. 451, § 6, eff. 8/10/2022.
L. 31: p. 662, § 32. CSA: C. 123, § 32. CRS 53: § 104-1-32. C.R.S. 1963: § 104-1-32. L. 75: (1)(a) R&RE, p. 922, § 7, effective July 1. L. 91: (1)(a) amended, p. 1781, § 4, effective July 1. L. 2003: (2)(a) amended, p. 2236, § 113, effective 7/1/2004. L. 2004: (1)(a), (1)(b), and (1)(d) amended, p. 1427, § 88, effective July 1. L. 2010: (1)(a) amended, (SB 10 -175), ch. 188, p. 777, § 4, effective April 29.
2022 Ch. 451, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
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 7-60-133 - General effect of dissolution

(1)
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:
(a)
With respect to the partners:
(I)
When the dissolution is not by the act, bankruptcy, or death of a partner; or
(II)
When the dissolution is by such act, bankruptcy, or death of a partner, in cases where section
7-60-134
so requires.
(b)
With respect to persons not partners, as declared in section
7-60-135
.
L. 31: p. 663, § 33. CSA: C. 123, § 33. CRS 53: § 104-1-33. C.R.S. 1963: § 104-1-33.
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 7-60-134 - Right of partner to contribution

(1)
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:
(a)
The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution; or
(b)
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.
(2)
A partner in a limited liability partnership shall not be liable to the other partners except to the extent that:
(a)
The partner's liability is set out in a writing signed by the partner; or
(b)
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)
.
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.
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 7-60-135 - Power of partner to bind partnership after dissolution

(1)
After dissolution, a partner can bind the partnership, except as provided in subsection (3) of this section:
(a)
By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;
(b)
By any transaction which would bind the partnership if dissolution had not taken place, if the other party to the transaction:
(I)
Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or
(II)
Though the other party had not so extended credit, had nevertheless known of the partnership prior to dissolution, and had no knowledge or notice of dissolution, the fact of dissolution having not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business was regularly carried on.
(2)
The liability of a partner under subsection (1)(b) of this section shall be satisfied out of partnership assets alone when such partner had been, prior to dissolution:
(a)
Unknown as a partner to the person with whom the contract is made; and
(b)
So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to the partner's connection with it.
(3)
The partnership is in no case bound by any act of a partner after dissolution:
(a)
Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or
(b)
Where the partner has become bankrupt; or
(c)
Where the partner has no authority to wind up partnership affairs except by transaction with one who:
(I)
Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the partner's want of authority; or
(II)
Had not extended credit to the partnership prior to dissolution, and had no knowledge or notice of the partner's want of authority, the fact of the partner's want of authority having not been advertised in the manner provided for advertising the fact of dissolution in subsection (1)(b)(II) of this section.
(4)
Nothing in this section shall affect the liability under section
7-60-116
of any person who, after dissolution, purports to be a partner or consents to being represented by another as a partner in a partnership engaged in carrying on business.
L. 31: p. 664, § 35. CSA: C. 123, § 35. CRS 53: § 104-1-35. C.R.S. 1963: § 104-1-35. L. 2004: (1)(b)(II), (2)(b), (3)(c)(I), (3)(c)(II), and (4) amended, p. 1428, § 90, 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 7-60-136 - Effect of dissolution on existing liability

(1)
The dissolution of the partnership does not of itself discharge the existing liability of any partner.
(2)
A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between such partner, the partnership creditor, and the person or partnership continuing the business; and such agreement may be inferred from the course of dealing between the creditor having knowledge of the dissolution and the person or partnership continuing the business.
(3)
Where a person agrees to assume the existing obligations of a dissolved partnership, the partners whose obligations have been assumed shall be discharged from any liability to any creditor of the partnership who, knowing of the agreement, consents to a material alteration in the nature or time of payment of the creditor's obligations.
(4)
The individual property of a deceased person who was a partner shall be liable, to the extent the deceased person was or would have been liable under section
7-60-115
,
7-60-118
, or
7-60-134
, for all obligations of the partnership incurred while the deceased person was a partner but subject to the prior payment of the deceased person's separate debts.
L. 31: p. 666, § 36. CSA: C. 123, § 36. CRS 53: § 104-1-36. C.R.S. 1963: § 104-1-36. L. 95: (4) amended, p. 780, § 7, effective May 24. L. 2004: (2), (3), and (4) amended, p. 1428, § 91, 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 7-60-137 - 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.
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.
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 7-60-139 - Rights dissolved for fraud

(1)
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:
(a)
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
(b)
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
(c)
To be indemnified by the person guilty of the fraud or making the representation against all debts and liabilities of the partnership.
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.
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 7-60-140 - Rules for distribution

(1)
In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary:
(a)
The assets of the partnership are:
(I)
The partnership property;
(II)
The contributions of the partners, as limited by paragraph (d) of this subsection (1), necessary for the payment of all the liabilities specified in paragraph (b) of this subsection (1).
(b)
The liabilities of the partnership shall rank in order of payment, as follows:
(I)
Those owing to creditors other than a partner;
(II)
Those owing to partners other than for capital and profits;
(III)
Those owing to partners in respect of capital;
(IV)
Those owing to partners in respect of profits.
(c)
The assets shall be applied in the order of their declaration in paragraph (a) of this subsection (1) to the satisfaction of the liabilities.
(d)
The partners shall contribute the amount necessary to satisfy the liabilities as provided by section
7-60-118(1)(a)
and as limited by said section and sections
7-60-115
and
7-60-134
; but if any but not all of the partners are insolvent or, not being subject to process, refuse to contribute, the other partners shall contribute their share of the liabilities and, in the relative proportions in which they share the profits, the additional amount necessary to pay the liabilities.
(e)
An assignee for the benefit of creditors or any person appointed by the court shall have the right to enforce the contributions specified in paragraph (d) of this subsection (1).
(f)
Any partner or legal representative of a partner shall have the right to enforce the contributions specified in paragraph (d) of this subsection (1), to the extent of the amount that the partner has paid in excess of the partner's share of the liability.
(g)
The individual property of a deceased partner shall be liable for the contributions specified in paragraph (d) of this subsection (1).
(h)
When partnership property and the individual properties of the partners are in possession of a court for distribution, partnership creditors shall have priority on partnership property and separate creditors on individual property, saving the rights of lien or secured creditors as heretofore.
(i)
Where a partner has become bankrupt or the estate of a partner is insolvent, the claims against the partner's separate property shall rank in the following order:
(I)
Those owing to separate creditors;
(II)
Those owing to partnership creditors;
(III)
Those owing to partners by way of contributions.
L. 31: p. 669, § 40. CSA: C. 123, § 40. CRS 53: § 104-1-40. C.R.S. 1963: § 104-1-40. L. 95: (1)(a) and (1)(d) amended, p. 781, § 9, effective May 24. L. 2004: (1)(f) and IP(1)(i) amended, p. 1430, § 95, 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 7-60-142 - 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)
.
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.
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 7-60-143 - 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.
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.
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 7-60-144.5 - 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.
Amended by 2016 Ch. 241,§ 4, eff. 8/10/2016.
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.
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 7-60-145 - [Repealed]

L. 95: Entire section added, p. 783, § 11, effective May 24. L. 97: IP(1), (1)(a), and (3) amended, p. 1498, § 1, effective June 3. L. 2000: Entire section repealed, p. 990, § 109, 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 7-60-146 - Limitations on distribution from limited liability partnerships

(1)
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.
(2)
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.
(3)
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.
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.
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 7-60-147 - [Repealed]

L. 95: Entire section added, p. 784, § 11, effective May 24. L. 2004: Entire section amended, p. 1433, § 102, effective July 1. L. 2006: Entire section repealed, p. 884, § 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 7-60-148 - [Repealed]

L. 95: Entire section added, p. 784, § 11, effective May 24. L. 2003: (2) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (2) provided for the repeal of this section effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
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 7-60-149 - 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.
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 7/1/2004. 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.
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 7-60-150 - [Repealed]

L. 95: Entire section added, p. 785, § 11, effective May 24. L. 2003: (2) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (2) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
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 7-60-151 - [Repealed]

L. 95: Entire section added, p. 785, § 11, effective May 24. L. 98: (2) amended, p. 1321, § 16, effective June 1. L. 2002: Entire section repealed, p. 1861, § 163, effective July 1; entire section repealed, p. 1728, § 163, effective October 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 7-60-152 - [Repealed]

L. 95: Entire section added, p. 786, § 11, effective May 24. L. 2000: (3)(d) amended, p. 952, § 19, effective July 1. L. 2003: Entire section amended, p. 2238, § 117, effective 7/1/2004. L. 2004: IP(1), (1)(a), and IP(4) amended, p. 1434, § 104, effective July 1. L. 2005: Entire section repealed, p. 1218, § 26, effective October 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 7-60-152.5 - 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.
L. 2004: Entire section added, p. 1434, § 105, 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 7-60-153 - Application of corporation case law to set aside limited liability

(1)
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.
(2)
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.
L. 95: Entire section added, p. 787, § 11, effective May 24. L. 2004: Entire section amended, p. 1434, § 106, 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 7-60-154 - Scope of article - choice of law - application to professions and occupations

(1)
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.
(2)
(a)
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.
(b)
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.
(3)
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.
L. 95: Entire section added, p. 787, § 11, effective May 24. L. 2003: (2) amended, p. 2239, § 118, effective 7/1/2004. L. 2004: Entire section amended, p. 1435, § 107, 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 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 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
.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-102 - Definitions

As used in this article, unless the context otherwise requires:
(1)
"Limited partnership" means a partnership formed by two or more persons, under the provisions of section
7-61-103
, having as members one or more general partners and one or more limited partners. The limited partners as such shall not be bound by the obligations of the partnership.
(2)
"Member" means a general partner or a limited partner.
L. 31: p. 626, § 1. CSA: C. 123, § 44. CRS 53: § 104-2-1. C.R.S. 1963: § 104-2-1. L. 2004: Entire section amended, p. 1435, § 108, effective July 1.
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 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-103 - Formation

(1)
Two or more persons desiring to form a limited partnership shall:
(a)
Sign and swear to a certificate which shall state:
(I)
The name of the partnership;
(II)
The character of the business;
(III)
The location of the principal place of business;
(IV)
The name and place of residence of each member, general and limited partners being respectively designated;
(V)
The duration for which the partnership is to exist;
(VI)
The amount of cash and a description of and the agreed value of the other property contributed by each limited partner;
(VII)
The additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made;
(VIII)
The time, if agreed upon, when the contribution of each limited partner is to be returned;
(IX)
The share of the profits or the other compensation by way of income that each limited partner shall receive by reason of the limited partner's contribution;
(X)
The right, if given, of a limited partner to substitute an assignee as contributor in the place of the limited partner and the terms and conditions of the substitution;
(XI)
The right, if given, of the partners to admit additional limited partners;
(XII)
The right, if given, of one or more of the limited partners to priority over other limited partners as to contributions or as to compensation by way of income and the nature of such priority;
(XIII)
The right, if given, of remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and
(XIV)
The right, if given, of a limited partner to demand and receive property other than cash in return for the limited partner's contribution.
(b)
File for record the certificate in the office of the county clerk and recorder.
(2)
A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.
L. 31: p. 626, § 2. CSA: C. 123, § 45. CRS 53: § 104-2-2. C.R.S. 1963: § 104-2-2. L. 2004: (1)(a)(V), (1)(a)(IX), (1)(a)(X), and (1)(a)(XIV) amended, p. 1436, § 109, 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 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-104 - Business which may be carried on

A limited partnership may carry on any business which a partnership without limited partners may carry on.
L. 31: p. 628, § 3. CSA: C. 123, § 46. CRS 53: § 104-2-3. C.R.S. 1963: § 104-2-3.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-105 - Limited partner's contribution

The contributions of a limited partner may be cash or other property but not services.
L. 31: p. 628, § 4. CSA: C. 123, § 47. CRS 53: § 104-2-4. C.R.S. 1963: § 104-2-4.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-106 - Name not to contain surname of limited partner - exceptions

(1)
The surname of a limited partner shall not appear in the partnership name, unless:
(a)
It is also the surname of a general partner; or
(b)
Prior to the time when the limited partner became such, the business had been carried on under a name in which the limited partner's surname appeared.
(2)
A limited partner whose name appears in a partnership name contrary to the provisions of subsection (1) of this section is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that the limited partner is not a general partner.
L. 31: p. 628, § 5. CSA: C. 123, § 48. CRS 53: § 104-2-5. C.R.S. 1963: § 104-2-5. L. 2004: (1)(b) and (2) amended, p. 1436, § 110, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-107 - Liability for false statement in certificate

(1)
If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false:
(a)
At the time such party signed the certificate; or
(b)
Subsequently but within a sufficient time before the statement was relied upon to enable such party to cancel or amend the certificate or to file a petition for its cancellation or amendment as provided in section
7-61-126(3)
.
L. 31: p. 629, § 6. CSA: C. 123, § 49. CRS 53: § 104-2-6. C.R.S. 1963: § 104-2-6. L. 2004: Entire section amended, p. 1436, § 111, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-108 - Limited partner not liable to creditors - when

A limited partner shall not become liable as a general partner unless, in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner takes part in the control of the business.
L. 31: p. 629, § 7. CSA: C. 123, § 50. CRS 53: § 104-2-7. C.R.S. 1963: § 104-2-7. L. 2004: Entire section amended, p. 1436, § 112, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-109 - Admission of additional limited partners

After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of section
7-61-126
.
L. 31: p. 630, § 8. CSA: C. 123, § 51. CRS 53: § 104-2-8. C.R.S. 1963: § 104-2-8.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-110 - General partner - rights - liabilities

(1)
A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, but without the written consent or ratification of the specific act by all the limited partners, a general partner or all of the general partners have no authority to:
(a)
Do any act in contravention of the certificate;
(b)
Do any act which would make it impossible to carry on the ordinary business of the partnership;
(c)
Confess a judgment against the partnership;
(d)
Possess partnership property or assign their rights in specific partnership property for other than a partnership purpose;
(e)
Admit a person as a general partner;
(f)
Admit a person as a limited partner, unless the right to do so is given in the certificate;
(g)
Continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right to do so is given in the certificate.
(2)
For a limited partnership that has made the election permitted by section
7-61-129
, the article so elected shall be the governing law for purposes of subsection (1) of this section. For a limited partnership that has not made the election permitted by section
7-61-129
, article
60
of this title shall be the governing law for purposes of subsection (1) of this section.
L. 31: p. 630, § 9. CSA: C. 123, § 52. CRS 53: § 104-2-9. C.R.S. 1963: § 104-2-9. L. 97: (2) added, p. 915, § 2, effective 1/1/1998.
For common law fiduciary duty of good faith, sound business judgment, candor, forthrightness, and fairness owed by a general partner to his limited partners in winding up partnership affairs, see Herald Co. v. Bonfils, 315 F. Supp. 497 (D. Colo. 1970), rev'd on other grounds sub nom. Herald Co. v. Seawell, 472 F.2d 1081 (10th Cir. 1972) and Roeschlein v. Watkins, 686 P.2d 1347 (Colo. App. 1984).
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-111 - Rights of a limited partner

(1)
A limited partner shall have the same rights as a general partner to:
(a)
Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them;
(b)
Have on demand true and full information of all things affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and
(c)
Have dissolution and winding up by decree of court.
(2)
A limited partner shall have the right to receive a share of the profits or other compensation by way of income and to the return of the limited partner's contribution as provided in sections
7-61-116
and
7-61-117
.
L. 31: p. 631, § 10. CSA: C. 123, § 53. CRS 53: § 104-2-10. C.R.S. 1963: § 104-2-10. L. 2004: (2) amended, p. 1437, § 113, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-112 - Status of person erroneously believing self to be a limited partner

A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that the person has become a limited partner in a limited partnership is not, by reason of the person's exercise of the rights of a limited partner, a general partner with the person or in the partnership carrying on the business or bound by the obligations of such person or partnership if, on ascertaining the mistake, the person promptly renounces the person's interest in the profits of the business or other compensation by way of income.
L. 31: p. 631, § 11. CSA: C. 123, § 54. CRS 53: § 104-2-11. C.R.S. 1963: § 104-2-11. L. 2004: Entire section amended, p. 1437, § 114, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-113 - One person both general and limited partner

(1)
A person may be a general partner and a limited partner in the same partnership at the same time.
(2)
A person who is a general partner and at the same time a limited partner shall have all the rights and powers and be subject to all the restrictions of a general partner; except that, in respect to such person's contribution, the person shall have the rights against the other members that the person would have had if the person were not also a general partner.
L. 31: p. 632, § 12. CSA: C. 123, § 55. CRS 53: § 104-2-12. C.R.S. 1963: § 104-2-12. L. 2004: (2) amended, p. 1437, § 115, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-114 - Transactions with limited partner

(1)
A limited partner also may loan money to and transact other business with the partnership and, unless the limited partner is also a general partner, receive, on account of resulting claims against the partnership, a pro rata share of the assets with general creditors.
(2)
No limited partner shall, in respect to any such claim:
(a)
Receive or hold as collateral security any partnership property; or
(b)
Receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.
(3)
The receiving of collateral security or a payment, conveyance, or release in violation of the provisions of subsection (1) of this section is a fraud on the creditors of the partnership.
L. 31: p. 632, § 13. CSA: C. 123, § 56. CRS 53: § 104-2-13. C.R.S. 1963: § 104-2-13. L. 2004: (1) amended, p. 1437, § 116, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-115 - Relation of limited partners inter se

Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agreement is made it shall be stated in the certificate, and, in the absence of such a statement, all the limited partners shall stand upon equal footing.
L. 31: p. 633, § 14. CSA: C. 123, § 57. CRS 53: § 104-2-14. C.R.S. 1963: § 104-2-14.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-116 - Compensation of limited partner

A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate, if after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners.
L. 31: p. 633, § 15. CSA: C. 123, § 58. CRS 53: § 104-2-15. C.R.S. 1963: § 104-2-15.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-117 - Withdrawal or reduction of limited partner's contribution

(1)
A limited partner shall not receive from a general partner or out of partnership property any part of the limited partner's contributions until:
(a)
All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contributions, have been paid or there remains property of the partnership sufficient to pay them;
(b)
The consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of subsection (2) of this section; and
(c)
The certificate is canceled or so amended as to state the withdrawal or reduction.
(2)
Subject to the provisions of subsection (1) of this section, a limited partner may rightfully demand the return of the limited partner's contribution:
(a)
On the dissolution of a partnership;
(b)
When the date stated in the certificate for its return has arrived; or
(c)
After the limited partner has given six months' notice in writing to all other members if no time is stated in the certificate either for the return of the contribution or for the dissolution of the partnership.
(3)
In the absence of any statement in the certificate to the contrary or the consent of all members, a limited partner, irrespective of the nature of the limited partner's contribution, has only the right to demand and receive cash in return for such contribution.
(4)
A limited partner may have the partnership dissolved and its affairs wound up when:
(a)
The limited partner rightfully but unsuccessfully demands the return of the limited partner's contribution; or
(b)
The other liabilities of the partnership have not been paid or the partnership property is insufficient for their payment as required by subsection (1)(a) of this section and the limited partner would otherwise be entitled to the return of the limited partner's contribution.
L. 31: p. 633, § 16. CSA: C. 123, § 59. CRS 53: § 104-2-16. C.R.S. 1963: § 104-2-16. L. 2003: (1)(c), (2)(b), and (2)(c) amended, p. 2240, § 119, effective 7/1/2004. L. 2004: IP(1), IP(2), (2)(c), (3), and (4) amended, p. 1437, § 117, 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 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-118 - Liability of limited partner to partnership

(1)
A limited partner is liable to the partnership:
(a)
For the difference between the contribution as actually made by the limited partner and that stated in the certificate as having been made; and
(b)
For any unpaid contribution that the limited partner agreed in the certificate to make in the future, at the time and on the conditions stated in the certificate.
(2)
A limited partner holds as trustee for the partnership:
(a)
Specific property stated in the certificate as contributed by the limited partner but that was not contributed or that has been wrongfully returned; and
(b)
Money or other property wrongfully paid or conveyed to the limited partner on account of the limited partner's contribution.
(3)
The liabilities of a limited partner as set forth in this section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.
(4)
When a contributor has rightfully received the return in whole or in part of the capital of the contributor's contribution, the contributor is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.
L. 31: p. 635, § 17. CSA: C. 123, § 60. CRS 53: § 104-2-17. C.R.S. 1963: § 104-2-17. L. 2004: (1), (2), and (4) amended, p. 1438, § 118, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 61 - UNIFORM LIMITED PARTNERSHIP LAW OF 1931 (§§ 7-61-101 — 7-61-130) › Section 7-61-119 - Nature of limited partner's interest

A limited partner's interest in the partnership is personal property.
L. 31: p. 636, § 18. CSA: C. 123, § 61. CRS 53: § 104-2-18. C.R.S. 1963: § 104-2-18.