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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 5 - FINANCE (§§ 7-62-501 — 7-62-504) › Section 7-62-501 - Form of contribution

The contribution of a partner may be in cash, property, or services rendered or a promissory note or other obligation to contribute cash or property or to perform services.
L. 81: Entire article added, p. 443, § 1, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 5 - FINANCE (§§ 7-62-501 — 7-62-504) › Section 7-62-502 - Liability for contributions

(1)
Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability, or any other reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept by section
7-62-105
, of the stated contribution that has not been made.
(2)
Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this article may be compromised only by consent in writing of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on the original obligation may enforce the original obligation.
(3)
No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.
L. 81: Entire article added, p. 443, § 1, effective November 1. L. 86: Entire section amended, p. 455, § 22, effective July 1. L. 2004: (1) amended, p. 1444, § 135, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 5 - FINANCE (§§ 7-62-501 — 7-62-504) › Section 7-62-503 - Sharing of profits and losses

The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated on the basis of the value (as stated in the partnership records required to be kept pursuant to section
7-62-105
) of the contributions made by each partner.
L. 81: Entire article added, p. 456, § 1, effective November 1. L. 86: Entire section amended, p. 456, § 23, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 5 - FINANCE (§§ 7-62-501 — 7-62-504) › Section 7-62-504 - Sharing of distributions

Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be made on the basis of the value (as stated in the partnership records required to be kept pursuant to section
7-62-105
) of the contributions made by each partner.
L. 81: Entire article added, p. 444, § 1, effective November 1. L. 86: Entire section amended, p. 456, § 24, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 7-62-601 — 7-62-608) › Section 7-62-601 - Interim distributions

Except as provided in this part 6, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events stated in the partnership agreement.
L. 81: Entire article added, p. 444, § 1, effective November 1. L. 86: Entire section R&RE, p. 456, § 25, effective July 1. L. 2003: Entire section amended, p. 2246, § 138, effective 7/1/2004. L. 2004: Entire section amended, p. 1444, § 136, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 7-62-601 — 7-62-608) › Section 7-62-602 - Withdrawal of general partner

A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partnership agreement and offset the damages against the amount otherwise distributable to the general partner. The withdrawal of a general partner who is also a limited partner shall not constitute the withdrawal of the partner as a limited partner or affect the partner's rights as a limited partner.
L. 81: Entire article added, p. 444, § 1, effective November 1. L. 97: Entire section amended, p. 1501, § 7, effective June 3.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 7-62-601 — 7-62-608) › Section 7-62-603 - Withdrawal of limited partner

A limited partner may only withdraw from a limited partnership at the time or upon the happening of events stated in writing in the partnership agreement.
L. 81: Entire article added, p. 444, § 1, effective November 1. L. 86: Entire section amended, p. 456, § 26, effective July 1. L. 95: Entire section amended, p. 789, § 15, effective May 24. L. 2003: Entire section amended, p. 2246, § 139, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 7-62-601 — 7-62-608) › Section 7-62-604 - Distribution upon withdrawal

Except as provided in this part 6, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement, and, if not otherwise provided in the agreement, the withdrawing partner is entitled to receive, within a reasonable time after withdrawal, the fair value of the withdrawing partner's partnership interest in the limited partnership as of the date of withdrawal based upon the withdrawing partner's right to share in distributions from the limited partnership.
L. 81: Entire article added, p. 445, § 1, effective November 1. L. 2004: Entire section amended, p. 1444, § 137, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 7-62-601 — 7-62-608) › Section 7-62-605 - Distribution in kind

Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership.
L. 81: Entire article added, p. 445, § 1, effective November 1. L. 86: Entire section amended, p. 456, § 27, effective July 1. L. 2004: Entire section amended, p. 1444, § 138, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 7-62-601 — 7-62-608) › Section 7-62-606 - Right to distribution

At the time a partner becomes entitled to receive a distribution, the partner has the status of and is entitled to all remedies available to a creditor of the limited partnership with respect to the distribution.
L. 81: Entire article added, p. 445, § 1, effective November 1. L. 2004: Entire section amended, p. 1445, § 139, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 7-62-601 — 7-62-608) › Section 7-62-607 - Limitations on distribution

A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the partnership assets.
L. 81: Entire article added, p. 445, § 1, effective November 1.
For exclusions from the term "distribution" see §§ 7-60-146(1) and 7-64-1004(1).
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 6 - DISTRIBUTIONS AND WITHDRAWAL (§§ 7-62-601 — 7-62-608) › Section 7-62-608 - Liability upon return of contribution

(1)
If a partner has received the return of any part of the partner's contribution without violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but only to the extent necessary to discharge the limited partnership's liability to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership.
(2)
If a partner has received the return of any part of the partner's contribution in violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of three years thereafter for the amount of the contribution wrongfully returned.
(3)
A partner receives a return of the partner's contribution to the extent that a distribution to the partner reduces the partner's share of the fair value of the net assets of the limited partnership below the value, as stated in the partnership records required to be kept pursuant to section
7-62-105
, of the partner's contribution that has not been distributed to the partner.
L. 81: Entire article added, p. 445, § 1, effective November 1. L. 86: (3) amended, p. 457, § 28, effective July 1. L. 2003: (3) amended, p. 2247, § 140, effective 7/1/2004. L. 2004: Entire section amended, p. 1445, § 140, effective July 1. L. 2007: (2) amended, p. 225, § 11, effective May 29.
For exclusions from the term "distribution" see §§ 7-60-146(1) and 7-64-1004(1) .
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 7 - ASSIGNMENT OF PARTNERSHIP INTERESTS (§§ 7-62-701 — 7-62-705) › Section 7-62-701 - Nature of partnership interest

A partnership interest is personal property.
L. 81: Entire article added, p. 445, § 1, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 7 - ASSIGNMENT OF PARTNERSHIP INTERESTS (§§ 7-62-701 — 7-62-705) › Section 7-62-702 - Assignment of partnership interest

Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all of the partner's partnership interest.
L. 81: Entire article added, p. 445, § 1, effective November 1. L. 2004: Entire section amended, p. 1445, § 141, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 7 - ASSIGNMENT OF PARTNERSHIP INTERESTS (§§ 7-62-701 — 7-62-705) › Section 7-62-703 - Rights of creditor

On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only the rights of an assignee of the partnership interest. This article shall not deprive any partner of the benefit of any exemption laws applicable to the partner's partnership interest.
L. 81: Entire article added, p. 446, § 1, effective November 1. L. 2004: Entire section amended, p. 1445, § 142, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 7 - ASSIGNMENT OF PARTNERSHIP INTERESTS (§§ 7-62-701 — 7-62-705) › Section 7-62-704 - Right of assignee to become limited partner

(1)
An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in writing in the partnership agreement or all other partners consent.
(2)
An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this article. An assignee who becomes a limited partner also is liable for the obligations of the assignee's assignor to make and return contributions as provided in parts 5 and 6 of this article. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.
(3)
If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under sections
7-62-207
and
7-62-502
.
L. 81: Entire article added, p. 446, § 1, effective November 1. L. 86: (1) and (2) amended, p. 457, § 29, effective July 1. L. 2004: (2) and (3) amended, p. 1445, § 143, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 7 - ASSIGNMENT OF PARTNERSHIP INTERESTS (§§ 7-62-701 — 7-62-705) › Section 7-62-705 - Deceased or incompetent individual partners - dissolved or terminated corporate partners

(1)
If a partner who is an individual dies or a court of competent jurisdiction appoints a guardian or general conservator for the partner, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner.
(2)
If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
L. 81: Entire article added, p. 446, § 1, effective November 1. L. 2004: (1) amended, p. 1446, § 144, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 8 - DISSOLUTION (§§ 7-62-801 — 7-62-805) › Section 7-62-801 - Dissolution - general rules

(1)
A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following:
(a)
At the time or upon the happening of events stated in writing in the partnership agreement;
(b)
Written consent of all partners;
(c)
Except as otherwise provided in the written provisions of a partnership agreement, written consent of a majority of the limited partners within ninety days after an event of withdrawal of the last remaining general partner; and
(d)
Entry of a decree of judicial dissolution under section
7-62-802
.
L. 81: Entire article added, p. 446, § 1, effective November 1. L. 86: (1)(a) and (1)(c) amended, p. 457, § 30, effective July 1. L. 97: (1)(c) amended, p. 1501, § 8, effective June 3. L. 2003: (1)(a) amended, p. 2247, § 141, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 8 - DISSOLUTION (§§ 7-62-801 — 7-62-805) › Section 7-62-802 - Judicial dissolution

On application by or for a partner, the district court for the county in this state in which the street address of the partnership's principal office is located, or, if the partnership has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or, if the partnership has no registered agent, the district court for the city and county of Denver may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.
L. 81: Entire article added, p. 447, § 1, effective November 1. L. 2003: Entire section amended, p. 2247, § 142, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 8 - DISSOLUTION (§§ 7-62-801 — 7-62-805) › Section 7-62-803 - Winding up

Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership's affairs; except that, upon cause shown, the district court for the county in this state in which the street address of the limited partnership's principal office is located, or, if the limited partnership has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or, if the limited partnership has no registered agent, the district court for the city and county of Denver may wind up the limited partnership's affairs upon application of any partner, the partner's legal representative, or the partner's assignee.
L. 81: Entire article added, p. 447, § 1, effective November 1. L. 2003: Entire section amended, p. 2247, § 143, effective 7/1/2004. L. 2004: Entire section amended, p. 1446, § 145, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 8 - DISSOLUTION (§§ 7-62-801 — 7-62-805) › Section 7-62-804 - Distribution of assets

(1)
Upon the winding up of a limited partnership, the assets shall be distributed as follows:
(a)
To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for distributions to partners under section
7-62-601
or
7-62-604
;
(b)
Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section
7-62-601
or
7-62-604
;
(c)
Except as provided in the partnership agreement, to partners for the return of their contributions and respecting their partnership interests in the proportions in which the partners share in distributions.
L. 81: Entire article added, p. 447, § 1, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 8 - DISSOLUTION (§§ 7-62-801 — 7-62-805) › Section 7-62-805 - [Repealed]

L. 2000: Entire section added, p. 953, § 22, effective July 1. L. 2003: (3) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (3) 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 7-62-901 — 7-62-903) › Section 7-62-901 - [Repealed]

L. 2003: Entire part R&RE, p. 2247, § 144, effective 7/1/2004. L. 2004: Entire section repealed, p. 1446, § 146, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 7-62-901 — 7-62-903) › Section 7-62-902 - Authority to transact business or conduct activities required

Part 8 of article
90
of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign limited partnerships and foreign limited liability limited partnerships.
L. 2003: Entire part R&RE, p. 2247, § 144, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 9 - FOREIGN LIMITED PARTNERSHIPS (§§ 7-62-901 — 7-62-903) › Section 7-62-903 - Registered agent - service of process

Part 7 of article
90
of this title, providing for registered agents and service of process, applies to foreign limited partnerships.
L. 2003: Entire part R&RE, p. 2247, § 144, effective 7/1/2004. L. 2004: Entire section amended, p. 1446, § 147, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 10 - DERIVATIVE ACTIONS (§§ 7-62-1001 — 7-62-1003) › Section 7-62-1001 - Right of action

(1)
A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor. In order to bring the action, a limited partner must establish the following:
(a)
That those general partners with authority to do so have refused to bring the action or that an effort to cause those general partners to bring the action is not likely to succeed;
(b)
That the general partners' decision not to sue constitutes an abuse of discretion or involves a conflict of interest that prevents an unprejudiced exercise of judgment; and
(c)
That the plaintiff was a limited partner at the time of the transaction of which the plaintiff complains or the plaintiff's status as a limited partner had devolved upon the plaintiff by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.
L. 81: Entire article added, p. 450, § 1, effective November 1. L. 2004: (1)(c) amended, p. 1447, § 148, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 10 - DERIVATIVE ACTIONS (§§ 7-62-1001 — 7-62-1003) › Section 7-62-1002 - Expenses

In any action instituted in the right of any domestic or foreign limited partnership by a limited partner, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff to pay to the parties named as defendant the costs and reasonable expenses directly attributable to the defense of such action, but not including fees of attorneys.
L. 81: Entire article added, p. 450, § 1, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 10 - DERIVATIVE ACTIONS (§§ 7-62-1001 — 7-62-1003) › Section 7-62-1003 - Security and costs

In any action instituted in the right of any domestic or foreign limited partnership, unless the contributions of or allocable to plaintiff to partnership property amount to five percent or more of the contributions of all limited partners, in their status as limited partners, or such contributions of or allocable to the plaintiff have a market value in excess of twenty-five thousand dollars, the limited partnership in whose right such action is brought shall be entitled, at any time before final judgment, to require the plaintiff to give security for the costs and reasonable expenses that may be directly attributable to and incurred by it in the defense of such action or may be incurred by other parties named as defendant for which it may become legally liable, but not including fees of attorneys. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervenor, as of the date that the intervenor becomes a party to the action. The amount of such security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or is excessive. The limited partnership shall have recourse to such security in such amount as the court having jurisdiction shall determine upon the termination of such action if the court finds the action was brought without reasonable cause.
L. 81: Entire article added, p. 450, § 1, effective November 1. L. 2004: Entire section amended, p. 1447, § 149, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 11 - MISCELLANEOUS (§§ 7-62-1101 — 7-62-1105) › Section 7-62-1101 - Applicability

This article shall apply to all limited partnerships formed on or after November 1, 1981.
L. 81: Entire article added, p. 451, § 1, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 11 - MISCELLANEOUS (§§ 7-62-1101 — 7-62-1105) › Section 7-62-1102 - Construction and application

(1)
This article shall be so applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this article among states enacting it.
(2)
This article shall not be construed so as to impair the obligations of any contract existing on November 1, 1981, nor to affect any action or proceeding begun or right accrued before such date.
(3)
No amendment of this article shall impair or otherwise affect the organization, registration, or continued existence of a limited partnership existing on July 1, 1986, nor shall any such amendment be construed or applied so as to impair any contract or affect any right accrued prior to July 1, 1986.
L. 81: Entire article added, p. 451, § 1, effective November 1. L. 86: (3) added, p. 458, § 36, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 11 - MISCELLANEOUS (§§ 7-62-1101 — 7-62-1105) › Section 7-62-1103 - Provisions for existing limited partnerships

(1)
A limited partnership formed under any statute of this state prior to November 1, 1981, may elect to be governed by the provisions of this article. The general partner or partners may make the election for the limited partnership at any time on or after November 1, 1981, by complying with the provisions of section
7-62-201
; except that the limited partners shall not be required to execute a new certificate of limited partnership. Notwithstanding such election by the general partner or partners, the following rules shall apply:
(a)
Sections
7-62-501
,
7-62-502
, and
7-62-608
apply only to contributions and distributions made after the date of the election;
(b)
Section
7-62-704
applies only to assignments made after the date of the election; and
(c)
Section
7-62-804
shall not be construed so as to change the priority of creditors for transactions entered into prior to the date of the election.
(2)
A limited partnership formed under any statute of this state prior to November 1, 1981, until or unless it elects to be governed by this article, shall be governed by the provisions of article
61
of this title, or other applicable prior law; except that such limited partnership shall not be renewed unless provision therefor is specifically provided in the original partnership agreement or any amendment thereto prior to November 1, 1981.
L. 81: Entire article added, p. 451, § 1, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 11 - MISCELLANEOUS (§§ 7-62-1101 — 7-62-1105) › Section 7-62-1104 - Rules for cases not provided for in this article - registration as limited liability limited partnership

(1)
For any limited partnership formed under this article on or after August 10, 2016, article
64
of this title governs to the extent applicable in any case not otherwise provided for in this article.
(2)
For any limited partnership formed under this article before August 10, 2016, in any case not provided for in this article, either article 60 or 64 of this title governs, to the extent applicable, as follows:
(a)
A limited partnership may elect to be governed by article
64
of this title by delivering to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a certificate of limited partnership or a certificate of amendment of limited partnership that includes a declaration that it elects to be governed by such article. If the election is made by a certificate of amendment, the certificate of amendment must be approved by all general partners, notwithstanding section
7-62-204 (1)(b)
.
(b)
A limited partnership that has made the election in paragraph (a) of this subsection (2) is governed by article
64
of this title.
(c)
A limited partnership that has not made the election in paragraph (a) of this subsection (2) is governed by article
60
of this title.
Amended by 2016 Ch. 241, § 3, eff. 8/10/2016.
L. 81: Entire article added, p. 451, § 1, effective November 1. L. 95: Entire section amended, p. 789, § 17, effective May 24. L. 97: Entire section amended, p. 916, § 7, effective 1/1/1998. L. 2002: (1)(a) amended, p. 1824, § 47, effective July 1; (1)(a) amended, p. 1688, § 45, effective October 1. L. 2016: Entire section amended, (HB 16-1333), ch. 241, p. 986, § 3, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 11 - MISCELLANEOUS (§§ 7-62-1101 — 7-62-1105) › Section 7-62-1105 - Short title

This article shall be known and may be cited as the "Colorado Uniform Limited Partnership Act of 1981".
L. 81: Entire article added, p. 452, § 1, 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 62 - COLORADO UNIFORM LIMITED PARTNERSHIP ACT OF 1981 (§§ 7-62-101 — 7-62-1201) › Part 12 - FEES (§ 7-62-1201) › Section 7-62-1201 - [Repealed]

L. 81: Entire article added, p. 452, § 1, effective November 1. L. 83: Entire section R&RE, p. 873, § 32, effective July 1. L. 98: (2) amended, p. 1322, § 17, effective June 1. L. 2000: (1)(c) and (1)(d) amended, p. 953, § 25, effective July 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 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-101 - Short title

This article shall be known and may be cited as the "Colorado Limited Partnership Association Act".
L. 95: Entire article added, p. 790, § 18, effective May 24.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-102 - Definitions

As used in this article, unless the context otherwise requires:
(1)
"Articles of association" and "bylaws" include amendments and restatements of the same.
(2)
"Limited partnership association" or "association" means an unincorporated business association formed under this article.
L. 95: Entire article added, p. 790, § 18, effective May 24.
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 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-103 - Nature of business

A limited partnership association may be formed under this article for any lawful activity, including ownership of real or personal property, subject to any provisions of law governing or regulating such activity within this state.
L. 95: Entire article added, p. 790, § 18, effective May 24.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-104 - Formation of association

Any two or more persons may form a limited partnership association by subscribing to the capital of the association and by approving and delivering articles of association to the secretary of state for filing pursuant to part 3 of article
90
of this title. The association shall be formed upon the effective date of the filing of the articles by the secretary of state.
L. 95: Entire article added, p. 790, § 18, effective May 24. L. 2002: Entire section amended, p. 1824, § 48, effective July 1; entire section amended, p. 1688, § 46, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-105 - Articles

(1)
The articles of association shall state:
(a)
The domestic entity name of the association, which domestic entity name shall comply with part 6 of article
90
of this title;
(b)
A statement that the association is formed under this article;
(c)
If management is vested in the members or in one or more classes of members as provided in section
7-63-110 (3)
, a statement to that effect and, if any class or classes of members, but not all, are so vested with management, the name of each of the classes of members indicating which are and which are not so vested with management;
(d)
Any notice of provisions of the bylaws permitted by section
7-63-111 (3)
concerning the authority of officers and managers or otherwise restricting the application of section
7-63-111 (4)
;
(e)
The principal office address of the association's initial principal office; and
(f)
The registered agent name and registered agent address of the association's initial registered agent.
(g)
(Deleted by amendment, L. 2003, p. 2248, § 145, effective July 1, 2004.)
(2)
Any amendment to or restatement of the articles of association shall be approved in a separate writing or writings by all of the members. This subsection (2) is a default rule, subject to the bylaws.
(3)
(Deleted by amendment, L. 2002, p. 1824, § 49, effective July 1, 2002; p. 1688, § 47, effective October 1, 2002.)
(4)
Except in a proceeding by the state to involuntarily dissolve an association, the filing of the articles of association by the secretary of state is conclusive as to formation of the association and it shall be incontestable that all conditions precedent to formation have been met.
L. 95: Entire article added, p. 790, § 18, effective May 24. L. 2000: (1)(a) amended, p. 953, § 26, effective July 1. L. 2002: (2) and (3) amended, p. 1824, § 49, effective July 1; (2) and (3) amended, p. 1688, § 47, effective October 1. L. 2003: IP(1), (1)(a), (1)(e), (1)(f), and (1)(g) amended, p. 2248, § 145, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-106 - [Repealed]

L. 95: Entire article added, p. 791, § 18, effective May 24. 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 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-107 - Limited liability

The managers, officers, and members, including their transferees and other successors, of an association shall not be liable under any judgment, decree, or order of any court, or in any other manner, for a debt, obligation, or other liability of the association. This section is a default rule, subject to the bylaws.
L. 95: Entire article added, p. 791, § 18, effective May 24.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-109 - Bylaws

(1)
The initial bylaws shall be adopted by all of the members either before or after its articles of association are filed.
(2)
The bylaws may be amended at any time, either before or after the articles of association are filed, by all of the members.
(3)
Except as otherwise provided in subsection (4) or (6) of this section:
(a)
The bylaws govern all matters relating to the business and affairs of an association;
(b)
The affairs of an association governed by the bylaws include, without limitation, the rights; duties; authority; liability; indemnification; admission and qualifications of; limitations on and dealings and other relations among and between the managers, officers, agents, members, transferees and other successors to the interest of a member; and the association; and
(c)
The bylaws may confer rights on and impose duties, limitations, and other provisions for the protection or benefit of any other person or persons, including the public, as third-party beneficiaries.
(4)
Except as otherwise provided in subsection (6) of this section:
(a)
The bylaws shall control over any provision of this article to the contrary that is designated in this article as "a default rule, subject to the bylaws";
(b)
The provisions of this article that are so designated shall control only to the extent that the bylaws do not otherwise provide;
(c)
The other provisions of this article shall control over provisions of the bylaws to the contrary; and
(d)
The bylaws shall control only to the extent that such other provisions of this article do not otherwise provide.
(5)
The references in this article to matters that may be addressed in the bylaws and to matters designated as "default rules, subject to the bylaws" or with respect to which provisions of this article otherwise defer shall not be construed to limit the scope of the matters governed or controlled by the bylaws.
(6)
The bylaws may not:
(a)
Unreasonably restrict a member's right of access to books and records;
(b)
Unreasonably reduce the duty of care of a manager to the association and its members;
(c)
Eliminate the obligation of a manager to perform the manager's duty of care in good faith; except that the bylaws may determine the standards by which the performance of the obligation is to be measured if such standards are not manifestly unreasonable; or
(d)
Except as provided in section
7-63-111(3)
or for the restriction of rights conferred by or arising under the bylaws, restrict the rights of, or impose duties on, persons other than the managers, officers, agents, members and their transferees and other successors, and the association, without the consent of such persons.
(7)
Subsections (2) and (3)(c) of this section are default rules, subject to the bylaws.
L. 95: Entire article added, p. 793, § 18, effective May 24.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-112 - Capital contributions

(1)
The persons forming an association shall make contribution to its capital in cash or in other property.
(2)
The valuation of property contributed as contemplated in subsection (1) of this section must be approved by all of the initial members. This subsection (2) is a default rule, subject to the bylaws.
L. 95: Entire article added, p. 797, § 18, effective May 24.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-113 - Dividends

(1)
As used in this section, the term "dividend" includes all distributions by an association to its members in respect of their interests in the association as members.
(2)
An association may pay dividends from time to time to its members in cash or other property as its managers determine pursuant to this section and the bylaws. For principal and income accounting purposes of a fiduciary, and subject to the instrument under which the fiduciary acts, a dividend shall constitute income unless otherwise declared by the managers as chargeable to the capital accounts of the members.
(3)
The determinations and declarations concerning a dividend shall be made by a majority in number of the managers; except that, if management is vested in the members or one or more classes of members, such determinations must also be approved by a majority in number and interest of the members. No debt of or interest in the association may be paid as a dividend unless authorized in writing by all of the members.
(4)
No dividend may be paid if, after giving it effect:
(a)
The association would not be able to pay its debts as they become due in the usual course of business; or
(b)
The association's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the association were to be dissolved, to satisfy the preferential rights of members whose preferential rights are superior to those receiving the dividend.
(5)
The managers authorizing a dividend contrary to subsection (4) of this section shall be jointly and severally liable to the association in the amount by which the dividend exceeds the dividend that could have been paid without violating said subsection (4) if it is established, subject to section
7-63-110(6)
, that such managers did not perform their duties in compliance with section
7-63-110(6)
. Section
7-63-110(6)
shall be applied for purposes of this subsection (5) without taking any contrary provisions of the bylaws into account.
(6)
Managers shall also have the same rights of contribution from other managers and members as directors have against other directors and shareholders under the "Colorado Business Corporation Act", articles
101
to 117 of this title.
(7)
Subsections (3) and (6) of this section are default rules, subject to the bylaws.
L. 95: Entire article added, p. 797, § 18, effective May 24.