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 63 - COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT (§§ 7-63-101 — 7-63-117) › Section 7-63-114 - Membership participation - interests

(1)
Any person, except an individual under the age of eighteen years or a person prohibited from so acting, may participate in the formation or become a member or manager of an association; except that a custodian, conservator, guardian, or other fiduciary may participate in the formation or become and act as a member or manager on behalf of the estate of an individual under the age of eighteen years. Notwithstanding any provision of this subsection (1) to the contrary, the bylaws may set qualifications for and otherwise restrict the eligibility of persons to become or act as members or managers.
(2)
Members may vote, exercise their rights, and otherwise act by proxy or other agent.
(3)
The interest of a member in an association is personal property.
(4)
An interest in the association may be transferred or encumbered only as provided in the bylaws. A member may not resign or withdraw.
(5)
A person may be admitted to membership by a vote of all of the members. If there are no members and there is no other provision for admission of successor members, then a majority in number and interest of the transferees of, and other successors in interest to, the members may admit one or more of the transferees and successors as members. Such majority in number shall be determined by counting all of the transferees and other successors of each former member as one.
(6)
Except for persons forming an association or admitted to its membership, no transferee; representative of the estate of a deceased, incompetent, insolvent, or bankrupt member; or other successor to an interest of a member or any other person shall be entitled to any participation in the management of the business and affairs of the association or have any right to become a member. No transfer, succession, encumbrance, judgment, decree, order, or other claim upon the interest of a member or against a member, shall give a person any of the rights of the member or with respect to the member's interest other than the right to be paid the dividends and other distributions when and to the extent that the member would otherwise have been paid.
(7)
Subsections (2) and (4) to (6) of this section are default rules, subject to the bylaws.
L. 95: Entire article added, p. 798, § 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 7-63-115 - Information and accounting

(1)
Each member has the right to:
(a)
Inspect and copy the books and records of account, the records of the contributions and holdings of the members and their transferees and other successors, the bylaws, and the minutes of the members and of the managers;
(b)
Obtain from the managers true and full information regarding the state of the business and the financial condition of the association and any other information regarding the affairs of the association;
(c)
Obtain copies from the managers, upon becoming available, of the association's federal, state, and local income tax returns for each year; and
(d)
Have a formal accounting of association affairs whenever circumstances render it just and reasonable.
(2)
Subsection (1) of this section is a default rule, subject to the bylaws.
L. 95: Entire article added, p. 799, § 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 7-63-116 - Dissolution and termination

(1)
An association shall have indefinite duration and shall continue until terminated as provided in this section. An association shall continue even though it has only one member or only one person owning all of the interests in the association. An association may be dissolved by a vote of all of its members or upon the other events or circumstances as may be provided in the bylaws.
(2)
After an association is dissolved, its business and affairs shall be wound up and its property distributed; except that the property of the association shall be applied first to the satisfaction of its liabilities and indebtedness and then to distributions among the members with respect to their interests as members.
(3)
If assets of an association have been distributed to members in the winding up of the association before its liabilities and indebtedness have been paid or adequately provided for, the association before its termination, and, after its termination, the creditors of an association shall have a claim against members receiving distributions for such liabilities and indebtedness not barred by applicable statutes of limitation; except that a member's total liability for all claims under this section may not exceed the total value of assets distributed to the member, as such value is determined at the time of distribution. Any member required to return any portion of the value of assets received by the member in liquidation shall be entitled to contribution from all other members. Each such contribution shall be in accordance with the contributing member's rights and interests and shall not exceed the value of the assets received by the contributing member in dissolution.
(4)
Distributions among members shall be in accordance with the priorities and proportions of their respective claims and interests.
(5)
Upon the apparent completion of the winding up and distribution, the association shall file articles of dissolution with the secretary of state stating the domestic entity name of the association, the principal office address of the association's principal office, and that the association is dissolved. After the filing of articles of dissolution, the association's managers and agents shall continue to have authority to convey any real or personal property held in the domestic entity name of the association and otherwise act as provided in the bylaws or, subject to the bylaws, as provided in this article to complete the winding up or distribution.
(6)
Subsections (1) and (4) of this section are default rules, subject to the bylaws.
(7)
(Deleted by amendment, L. 2004, p. 1448, § 153, effective July 1, 2004.)
L. 95: Entire article added, p. 800, § 18, effective May 24. L. 2000: (5) amended and (7) added, p. 954, § 29, effective July 1. L. 2004: (5) and (7) amended, p. 1448, § 153, 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 7-63-117 - [Repealed]

L. 95: Entire article added, p. 801, § 18, effective May 24. L. 2002: (4) amended, p. 1825, § 51, effective July 1; (4) amended, p. 1689, § 49, effective October 1. L. 2003: (6) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (6) 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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 1 - GENERAL PROVISIONS (§§ 7-64-101 — 7-64-107) › Section 7-64-102 - Knowledge and notice

(1)
A person knows or has knowledge of a fact if the person has conscious awareness of the fact.
(2)
A person has notice of a fact:
(a)
If the person knows of the fact;
(b)
If the person has received a notification of the fact;
(c)
If the person has reason to know the fact exists from all of the facts known to the person at the time in question; or
(d)
By reason of a filing or recording to the extent provided by and subject to limitations set forth in section
7-64-303 (4) and (5)
,
7-64-704 (3)
, or
7-64-805 (3)
.
(3)
A person notifies or gives a notification to another by taking steps reasonably appropriate to inform the other person in ordinary course, whether or not the other person thereby obtains knowledge of the fact.
(4)
A person receives a notification when the notification:
(a)
Comes to the person's attention; or
(b)
Is received at the person's place of business or at any other place held out by the person as a place for receiving communications, or is received by a person who is apparently authorized to receive the notification; or
(c)
Has been given and the circumstances are such that it is fair and reasonable, as against the person to whom such notice has been given, to treat the notice as having been received.
(5)
Except as otherwise provided in subsection (6) of this section, a person other than an individual knows, has notice, or receives a notification of a fact for purposes of a particular transaction when an individual conducting the transaction on that person's behalf knows, has notice, or receives a notification of the fact, or in any event when the fact would have been brought to such an individual's attention if the person had exercised reasonable diligence. The person exercises reasonable diligence if the person maintains reasonable routines for communicating significant information to an individual conducting the transaction on the person's behalf and there is reasonable compliance with the routines. Reasonable diligence does not require an individual acting for the person to communicate information unless the communication is part of the individual's regular duties or the individual has reason to know of the transaction and that the transaction would be materially affected by the information.
(6)
A partner's knowledge, notice, or receipt of a notification of a fact relating to the partnership is effective immediately as knowledge by, notice to, or receipt of a notification by the partnership, except in the case of a fraud on the partnership committed by or with the consent of that partner.
L. 97: Entire article added, p. 869, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 1 - GENERAL PROVISIONS (§§ 7-64-101 — 7-64-107) › Section 7-64-103 - Effect of partnership agreement - nonwaivable provisions - statute of frauds

(1)
To the extent the partnership agreement does not otherwise provide, this article governs relations among the partners and between the partners and the partnership.
(2)
The partnership agreement may not:
(a)
Vary the rights and duties under section
7-64-105
, except to eliminate the duty to provide copies of statements to all of the partners;
(b)
Unreasonably restrict the right of access to books and records under section
7-64-403 (2)
or unreasonably limit the obligations of the partners or the partnership under section
7-64-403 (3)
;
(c)
Eliminate any of the duties specified in section
7-64-404 (1)(a), (1)(b), or (1)(c)
or in section
7-64-603 (2)(c)
; except that:
(I)
The partnership agreement may identify types or categories of activities that do not violate any of the duties specified in section
7-64-404 (1)(a), (1)(b), or (1)(c)
, if not manifestly unreasonable; or
(II)
All of the partners or a number or percentage stated in the partnership agreement may authorize or ratify, after full disclosure of all material facts, an act or transaction that otherwise would violate any of the duties stated in section
7-64-404 (1)(a), (1)(b), or (1)(c)
;
(d)
Unreasonably reduce the duty of care under section
7-64-404 (3)
or
7-64-603 (2)(c)
;
(e)
Eliminate the obligation of good faith and fair dealing under section
7-64-404 (3)
, but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;
(f)
Vary the power to dissociate as a partner under section
7-64-602 (1)
, except to require the notice under section
7-64-601 (1)(a)
to be in writing;
(g)
Vary the right of a court to expel a partner in the events specified in section
7-64-601 (1)(e)
;
(h)
Vary the requirement to wind up the partnership business in cases specified in section
7-64-801 (1)(d), (1)(e), or (1)(f)
;
(i)
Restrict rights of third persons under this article; or
(j)
Vary the law applicable to limited liability partnerships as set forth in section
7-64-106 (3)
.
(3)
A partnership agreement is not subject to any statute of frauds, including section
38-10-112
, C.R.S., regarding void agreements, but not including any requirement under this article that a particular action or provision be reflected in a writing.
Amended by 2016 Ch. 241, § 2, eff. 8/10/2016.
L. 97: Entire article added, p. 870, § 1, effective 1/1/1998. L. 2003: (2)(c)(II) amended, p. 2251, § 150, effective 7/1/2004. L. 2004: IP(2)(c) and (2)(c)(II) amended, p. 1449, § 155, effective July 1. L. 2016: (3) added, (HB 16-1333), ch. 241, p. 986, § 2, 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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 1 - GENERAL PROVISIONS (§§ 7-64-101 — 7-64-107) › Section 7-64-104 - Supplemental principles of law

(1)
Unless displaced by particular provisions of this article, the principles of law and equity supplement this article.
(2)
If an obligation to pay interest arises under this article and the rate is not specified, the rate is that specified in section
5-12-102
, C.R.S.
L. 97: Entire article added, p. 871, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 1 - GENERAL PROVISIONS (§§ 7-64-101 — 7-64-107) › Section 7-64-105 - Filing and recording of statements

(1)
A statement may be delivered to the secretary of state for filing pursuant to part 3 of article
90
of this title. A certified copy of a statement that is filed in an office in another jurisdiction may be delivered to the secretary of state for filing pursuant to part 3 of article
90
of this title. Either filing in this state has the effect provided in this article with respect to partnership property located in or transactions that occur in this state.
(2)
Only a copy of a filed statement recorded in the office for recording transfers of real property has the effect provided for recorded statements in this article.
(3) and (4)
(Deleted by amendment, L. 2003, p. 2251, § 151, effective July 1, 2004.)
(5)
A person who delivers or causes a statement to be delivered to the secretary of state for filing pursuant to this section shall promptly deliver a copy of the statement to every nonfiling partner and to any other person named as a partner in the statement. Failure to deliver a copy of a statement to a partner or other person does not limit the effectiveness of the statement as to a person not a partner.
L. 97: Entire article added, p. 871, § 1, effective 1/1/1998. L. 2002: (4) amended, p. 1826, § 53, effective July 1; (4) amended, p. 1690, § 51, effective October 1. L. 2003: (1), (3), (4), and (5) amended, p. 2251, § 151, 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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 1 - GENERAL PROVISIONS (§§ 7-64-101 — 7-64-107) › Section 7-64-106 - Law governing internal relations

(1)
Except as provided in subsection (3) of this section, the law of the jurisdiction under which a partnership is formed governs relations among the partners and between the partners and the partnership.
(2)
A partnership is presumed to have been formed in the jurisdiction in which it has its chief executive office.
(3)
The law of this state shall govern relations among the partners and between the partners and the partnership, and the liability of partners for partnership obligations, in a partnership that has filed a statement of registration as a limited liability partnership in this state.
L. 97: Entire article added, p. 872, § 1, effective 1/1/1998. L. 2003: (3) amended, p. 2252, § 152, 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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 1 - GENERAL PROVISIONS (§§ 7-64-101 — 7-64-107) › Section 7-64-107 - Partnership subject to amendment or repeal of article

A partnership governed by this article is subject to any amendment to or repeal of this article.
L. 97: Entire article added, p. 872, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 2 - NATURE OF PARTNERSHIP (§§ 7-64-201 — 7-64-205) › Section 7-64-201 - Partnership as entity

A partnership is an entity distinct from its partners.
L. 97: Entire article added, p. 872, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 2 - NATURE OF PARTNERSHIP (§§ 7-64-201 — 7-64-205) › Section 7-64-202 - Formation of partnership

(1)
Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. A limited liability partnership is for all purposes a partnership.
(2)
Subject to section
7-64-1205
, an association is not a partnership under this article if it is formed under a statute other than:
(a)
This article;
(b)
Article
60
of this title; or
(c)
A comparable statute of another jurisdiction. A partnership that is subject to article
60
of this title by reason of the first sentence of subsection (2) of section
7-60-106
shall be deemed to be formed under article 60 for purposes of this subsection (2).
(3)
In determining whether a partnership is formed, the following rules apply:
(a)
Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.
(b)
The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.
(c)
A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:
(I)
Of a debt by installments or otherwise;
(II)
For services as an independent contractor or of wages or other compensation to an employee;
(III)
Of rent;
(IV)
Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;
(V)
Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral or rights to income, proceeds, or increase in value derived from the collateral; or
(VI)
For the sale of the goodwill of a business or other property by installments or otherwise.
L. 97: Entire article added, p. 872, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 2 - NATURE OF PARTNERSHIP (§§ 7-64-201 — 7-64-205) › Section 7-64-203 - Partnership property

Property acquired by a partnership is property of the partnership and not of the partners individually.
L. 97: Entire article added, p. 874, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 2 - NATURE OF PARTNERSHIP (§§ 7-64-201 — 7-64-205) › Section 7-64-204 - When property is partnership property

(1)
Property is partnership property if acquired in the name of:
(a)
The partnership; or
(b)
One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indication of the name of the partnership.
(2)
Property is acquired in the name of the partnership by a transfer to:
(a)
The partnership in its name; or
(b)
One or more partners in their capacity as partners in the partnership, if the name of the partnership is indicated in the instrument transferring title to the property.
(3)
Property is presumed to be partnership property if purchased with partnership assets, even if not acquired in the name of the partnership or of one or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership.
(4)
Property acquired in the name of one or more of the partners, without an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership and without use of partnership assets is presumed to be separate property, even if used for partnership purposes.
L. 97: Entire article added, p. 874, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 2 - NATURE OF PARTNERSHIP (§§ 7-64-201 — 7-64-205) › Section 7-64-205 - Admission without contribution or transferrable interest

A person may be admitted as a partner to a partnership either upon formation of the partnership or thereafter without making a contribution or being obligated to make a contribution to the partnership, and a person may be admitted as a partner to a partnership either upon formation of the partnership or thereafter without acquiring a transferrable interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission.
L. 2009: Entire section added, (HB 09-1248), ch. 252, p. 1130, §8, effective May 14.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 7-64-301 — 7-64-308) › Section 7-64-301 - Partner agent of partnership

(1)
Subject to the effect of a statement of partnership authority under section
7-64-303
:
(a)
Each partner is an agent of the partnership for the purposes of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership, unless the partner had no authority to act for the partnership in the particular matter and the person with whom the partner was dealing had notice that the partner lacked authority.
(b)
An act of a partner which is not apparently for carrying on in the ordinary course the partnership business or business of the kind carried on by the partnership binds the partnership only if the act was authorized by the other partners.
L. 97: Entire article added, p. 874, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 7-64-301 — 7-64-308) › Section 7-64-302 - Transfer of partnership property

(1)
Partnership property may be transferred as follows:
(a)
Subject to the effect of a statement of partnership authority under section
7-64-303
, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.
(b)
Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(c)
Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.
(2)
A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section
7-64-301
and:
(a)
As to a subsequent transferee who gave value for property transferred under paragraph (a) or (b) of subsection (1) of this section, proves that the subsequent transferee had notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or
(b)
As to a transferee who gave value for property transferred under paragraph (c) of subsection (1) of this section, proves that the transferee had notice that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.
(3)
A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property.
(4)
If a person holds all of the partners' interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.
L. 97: Entire article added, p. 875, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 7-64-301 — 7-64-308) › Section 7-64-304 - Statement of denial

A partner or other person named as a partner in a filed statement of partnership authority may deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of denial stating the true name of the partnership and the fact that is being denied, which may include denial of a person's authority or status as a partner. A statement of denial is a limitation on authority as provided in section
7-64-303 (3) and (4)
.
L. 97: Entire article added, p. 877, § 1, effective 1/1/1998. L. 2000: Entire section amended, p. 955, § 31, effective July 1. L. 2002: Entire section amended, 1826, § 55, effective July 1; entire section amended, p. 1690, § 53, effective October 1. L. 2003: Entire section amended, p. 2253, § 154, effective 7/1/2004. L. 2004: Entire section amended, p. 1451, § 157, effective July 1. L. 2006: Entire section amended, p. 851, § 11, 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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 7-64-301 — 7-64-308) › Section 7-64-305 - Partnership liable for partner's actionable conduct

(1)
A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.
(2)
If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
L. 97: Entire article added, p. 877, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 7-64-301 — 7-64-308) › Section 7-64-306 - Partner's liability

(1)
Except as otherwise provided in this section, all partners are liable jointly and severally for all partnership obligations unless otherwise agreed by the claimant or provided by law.
(2)
A person admitted as a partner into an existing partnership is not personally liable for any partnership obligations incurred before the person's admission as a partner.
(3)
Except as otherwise provided in a written partnership agreement, a person is not, solely by reason of being a partner, liable, directly or indirectly, including by way of indemnification, contribution, assessment, or otherwise, for partnership obligations which are incurred, created, or assumed by the partnership while the partnership is a limited liability partnership.
(4)
A partner in a limited liability partnership does not become liable, directly or indirectly, for partnership obligations incurred, created, or assumed while the partnership was a limited liability partnership merely because the partnership ceases to be a limited liability partnership.
L. 97: Entire article added, p. 877, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 7-64-301 — 7-64-308) › Section 7-64-307 - Actions by and against partnership and partners

(1)
A partnership may sue and be sued in the name of the partnership.
(2)
An action may be brought against the partnership and any or all of the partners in the same action or in separate actions.
(3)
A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from the assets of a partner liable as provided in section
7-64-306
for the partnership obligation unless there is also a judgment against the partner for such obligation.
(4)
A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless:
(a)
The claim is for a partnership obligation for which the partner is liable as provided in section
7-64-306
and either:
(I)
A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;
(II)
The partnership is a debtor in bankruptcy;
(III)
The partner has agreed that the creditor need not exhaust partnership assets; or
(IV)
A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or
(b)
Liability is imposed on the partner by law or contract independent of the existence of the partnership.
(5)
This section applies to any partnership obligation resulting from a representation by a partner or purported partner under section
7-64-308
.
L. 97: Entire article added, p. 878, § 1, effective 1/1/1998. L. 2003: (1) amended, p. 2253, § 155, effective 7/1/2004. L. 2004: (1) amended, p. 1451, § 158, 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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 3 - RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP (§§ 7-64-301 — 7-64-308) › Section 7-64-308 - Liability of purported partner

(1)
If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If a partnership obligation results, the purported partner is liable with respect to that obligation as if the purported partner were a partner in the partnership, and, if the partnership is a limited liability partnership, the purported partner's liability is subject to section
7-64-306
as if the purported partner were a partner in the limited liability partnership. If no partnership obligation results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.
(2)
If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or partnership obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.
(3)
A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.
(4)
A person does not continue to be liable as a partner merely because of a failure to deliver to the secretary of state for filing a statement of dissociation or an amendment of a statement of partnership authority to indicate the partner's dissociation from the partnership.
(5)
Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners as to each other are not liable as partners to other persons.
L. 97: Entire article added, p. 879, § 1, effective 1/1/1998. L. 2004: (1) amended, p. 1451, § 159, 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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 7-64-401 — 7-64-406) › Section 7-64-401 - Partner's rights and duties

(1)
Each partner is deemed to have an account that is:
(a)
Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
(b)
Charged with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
(2)
Each partner is entitled to an equal share of the partnership profits and is chargeable with a share of the partnership losses in proportion to the partner's share of the profits.
(3)
A partnership shall reimburse a partner for payments made and indemnify a partner for liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property; provided, however, that such payments were made or liabilities incurred without violation of the partner's duties to the partnership or the other partners.
(4)
A partnership shall reimburse a partner for an advance to the partnership beyond the amount of capital the partner agreed to contribute.
(5)
A payment or advance made by a partner which gives rise to a partnership obligation under subsection (3) or (4) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
(6)
Each partner has equal rights in the management and conduct of the partnership business.
(7)
A partner may use or possess partnership property only on behalf of the partnership.
(8)
A partner is not entitled to remuneration for services performed for the partnership except for reasonable compensation for services rendered in winding up the business of the partnership.
(9)
A person may become a partner only with the consent of all of the partners.
(10)
A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
(11)
This section does not affect the obligations of a partnership to other persons under section
7-64-301
.
L. 97: Entire article added, p. 879, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 7-64-401 — 7-64-406) › Section 7-64-402 - Distributions in kind

A partner has no right to receive, and may not be required to accept, a distribution in kind.
L. 97: Entire article added, p. 881, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 7-64-401 — 7-64-406) › Section 7-64-403 - Partner's rights and duties with respect to information

(1)
A partnership shall keep its books and records, if any, at its chief executive office.
(2)
A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and records pertaining to the period during which they were partners. The right of access provides the opportunity to inspect and copy books and records during ordinary business hours. A partnership may impose a reasonable charge, covering the costs of labor and material, for copies of documents furnished.
(3)
Each partner and the partnership shall furnish to a partner, and to the legal representative of a deceased partner or partner under legal disability:
(a)
Without demand, any information concerning the partnership's business and affairs reasonably required for the proper exercise of the partner's rights and duties under the partnership agreement or this article; and
(b)
On demand, any other information concerning the partnership's business and affairs, except to the extent the demand or the information demanded is unreasonable or otherwise improper under the circumstances.
L. 97: Entire article added, p. 881, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 7-64-401 — 7-64-406) › Section 7-64-404 - General standards of partner's conduct

(1)
The duties a partner owes to the partnership and the other partners, in addition to those established elsewhere in this article, include the duties to:
(a)
Account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct or winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(b)
Refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership;
(c)
Refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership; and
(d)
Comply with the provisions of the partnership agreement.
(2)
A partner owes to the partnership and the other partners a duty of care in the conduct and winding up of the partnership business which shall be limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(3)
A partner shall discharge the partner's duties to the partnership and the other partners and exercise any rights consistently with the obligation of good faith and fair dealing.
(4)
A partner does not violate a duty or obligation to the partnership or the other partners solely because the partner's conduct furthers the partner's own interest.
(5)
A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner may be exercised or performed in the same manner as those of a person who is not a partner, subject to other applicable law.
(6)
If a partnership is formed, the duties a partner owes to the partnership and the other partners pertain to all transactions connected with the formation, conduct, or liquidation of the partnership.
(7)
This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
L. 97: Entire article added, p. 881, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 7-64-401 — 7-64-406) › Section 7-64-405 - Actions by partnership and partners

(1)
A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership.
(2)
A partner may maintain an action against the partnership or another partner for legal or equitable relief, with or without an accounting as to partnership business, to:
(a)
Enforce the partner's rights under the partnership agreement;
(b)
Enforce the partner's rights under this article, including:
(I)
The partner's rights under section
7-64-401
,
7-64-403
, or
7-64-404
;
(II)
The partner's right on dissociation to have the partner's interest in the partnership purchased pursuant to section
7-64-701
or enforce any other right under part 6 or part 7 of this article; or
(III)
The partner's right to compel a dissolution and winding up of the partnership business under section
7-64-801
or enforce any other right under part 8 of this article; or
(c)
Enforce the rights and otherwise protect the interests of the partner, including rights and interests arising independently of the partnership relationship.
(3)
The accrual of, and any time limitation on, a right of action for a remedy under this section is governed by other law. A right to an accounting upon a dissolution and winding up does not revive a claim barred by law.
L. 97: Entire article added, p. 882, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 4 - RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP (§§ 7-64-401 — 7-64-406) › Section 7-64-406 - Continuation of partnership beyond definite term or particular undertaking

(1)
If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so far as is consistent with a partnership at will.
(2)
If the partners, or those of them who habitually acted in the business during the term or undertaking, continue the business without any settlement or liquidation of the partnership, they are presumed to have agreed that the partnership will continue.
L. 97: Entire article added, p. 883, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 7-64-501 — 7-64-504) › Section 7-64-501 - Partner not co-owner of partnership property

A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
L. 97: Entire article added, p. 883, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 7-64-501 — 7-64-504) › Section 7-64-502 - Partner's transferable interest in partnership

A partner's transferable interest is personal property. Only a partner's transferable interest may be transferred.
L. 97: Entire article added, p. 883, § 1, effective 1/1/1998.