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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 5 - TRANSFEREES AND CREDITORS OF PARTNER (§§ 7-64-501 — 7-64-504) › Section 7-64-503 - Transfer of partner's transferable interest

(1)
A transfer, in whole or in part, of a partner's transferable interest in the partnership:
(a)
Is permissible;
(b)
Does not by itself cause the partner's dissociation or a dissolution and winding up of the partnership business; and
(c)
Does not entitle the transferee to participate in the management or conduct of the partnership business, to require access to information concerning partnership transactions, or to inspect or copy the partnership books or records.
(2)
A transferee of a partner's transferable interest in the partnership has a right:
(a)
To receive, in accordance with the transfer, distributions to which the transferor would otherwise be entitled;
(b)
To receive upon the dissolution and winding up of the partnership business, in accordance with the transfer, the net amount otherwise distributable to the transferor; and
(c)
To seek under section
7-64-801 (1)(f)
a judicial determination that it is equitable to wind up the partnership business.
(3)
In a dissolution and winding up, a transferee is entitled to an account of partnership transactions only from the date of the latest account agreed to by all of the partners.
(4)
Upon transfer, the transferor retains the rights and duties of a partner other than the interest transferred.
(5)
A partnership need not give effect to a transferee's rights under this section until it has notice of the transfer. On request of the partnership or any partner, the transferee shall furnish reasonable proof of the transfer.
(6)
A transfer of a partner's transferable interest in the partnership in violation of a restriction on transfer contained in the partnership agreement is ineffective as to a person having notice of the restriction at the time of transfer.
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 7-64-504 - Partner's transferable interest subject to charging order

(1)
On application by a judgment creditor of a partner or of a partner's transferee, a court having jurisdiction may charge the transferable interest of the judgment debtor to satisfy the judgment. The court may appoint a receiver of the share of the distributions due or to become due to the judgment debtor in respect of the partnership and make all other orders, directions, accounts, and inquiries the judgment debtor might have made or which the circumstances of the case may require.
(2)
A charging order constitutes a lien on the judgment debtor's transferable interest in the partnership. The court may order a foreclosure of the transferable interest subject to the charging order at any time. The purchaser at the foreclosure sale has the rights of a transferee.
(3)
At any time before foreclosure, a transferable interest charged may be redeemed:
(a)
By the judgment debtor;
(b)
With property other than partnership property, by one or more of the other partners; or
(c)
By the partnership with the consent of all of the partners whose transferable interests are not so charged or with such lesser consent as may be permitted by the partnership agreement.
(4)
This article does not deprive a partner of a right under exemption laws with respect to the partner's transferable interest in the partnership.
(5)
This section provides the exclusive remedy by which a judgment creditor of a partner or partner's transferee may satisfy a judgment out of the judgment debtor's transferable interest in the partnership.
L. 97: Entire article added, p. 884, § 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 6 - PARTNER'S DISSOCIATION (§§ 7-64-601 — 7-64-603) › Section 7-64-602 - Partner's power to dissociate - wrongful dissociation

(1)
A partner has the power to dissociate at any time, rightfully or wrongfully, by express will pursuant to section
7-64-601 (1)(a)
.
(2)
A partner's dissociation is wrongful only if:
(a)
It is in breach of an express provision of the partnership agreement; or
(b)
In the case of a partnership for a definite term or particular undertaking, before the expiration of the term or the completion of the undertaking:
(I)
The partner withdraws by express will, unless the withdrawal follows within ninety days after another partner's dissociation by death or otherwise under section
7-64-601 (1)(f) to (1)(j)
or wrongful dissociation under this subsection (2);
(II)
The partner is expelled by judicial determination under section
7-64-601 (1)(e)
;
(III)
The partner is dissociated under section
7-64-601 (1)(f)
; or
(IV)
In the case of a partner who is not an individual, trust other than a business trust, or estate, the partner is expelled or otherwise dissociated because it willfully dissolved or terminated.
(3)
A partner who wrongfully dissociates is liable to the partnership and to the other partners for damages caused by the dissociation. The liability is in addition to any other obligation of the partner to the partnership or to the other partners.
L. 97: Entire article added, p. 887, § 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 6 - PARTNER'S DISSOCIATION (§§ 7-64-601 — 7-64-603) › Section 7-64-603 - Effect of partner's dissociation

(1)
If a partner's dissociation results in a dissolution and winding up of the partnership business, part 8 of this article applies; otherwise, part 7 of this article applies.
(2)
Upon a partner's dissociation:
(a)
The partner's right to participate in the management and conduct of the partnership business terminates, except as otherwise provided in section
7-64-803
;
(b)
The partner's duties under section
7-64-404 (1)(c)
terminate; and
(c)
The partner's duties under section
7-64-404 (1)(a), (1)(b), and (2)
continue only with regard to matters arising and events occurring before the partner's dissociation, unless the partner participates in winding up the partnership's business pursuant to section
7-64-803
.
L. 97: Entire article added, p. 887, § 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 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 7-64-701 — 7-64-705) › Section 7-64-702 - Dissociated partner's power to bind and liability to partnership

(1)
For two years after a partner dissociates without resulting in a dissolution and winding up of the partnership business, the partnership, including a surviving partnership under part 2 of article
90
of this title, is bound by an act of the dissociated partner that would have bound the partnership under section
7-64-301
before dissociation only if at the time of entering into the transaction the other party:
(a)
Reasonably believed that the dissociated partner was then a partner; and
(b)
Did not have notice of the partner's dissociation.
(2)
A dissociated partner is liable to the partnership for any damage caused to the partnership arising from an obligation incurred by the dissociated partner after dissociation for which the partnership is liable under subsection (1) of this section.
L. 97: Entire article added, p. 889, § 1, effective 1/1/1998. L. 2003: IP(1) amended, p. 2253, § 157, 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 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 7-64-701 — 7-64-705) › Section 7-64-703 - Dissociated partner's liability to other persons

(1)
A partner's dissociation does not of itself discharge the partner's liability for a partnership obligation incurred before dissociation. A dissociated partner is not liable for a partnership obligation incurred after dissociation, except as otherwise provided in subsection (2) of this section.
(2)
A partner who dissociates without resulting in a dissolution and winding up of the partnership business is liable as a partner to the other party in a transaction entered into by the partnership, or a surviving partnership under part 2 of article
90
of this title, within two years after the partner's dissociation, only if the partnership obligation arising from such transaction is one for which the partner would have been liable under section
7-64-306
had such partner not dissociated and, at the time of entering into the transaction, the other party:
(a)
Substantially relied on a reasonable belief that the dissociated partner was then a partner; and
(b)
Did not have notice of the partner's dissociation.
(3)
By agreement with the partnership creditor and the partners continuing the business, a dissociated partner may be released from liability for a partnership obligation.
(4)
A dissociated partner is released from liability for a partnership obligation if a partnership creditor, with notice of the partner's dissociation but without the partner's consent, agrees to a material alteration in the nature or time of payment of a partnership obligation.
L. 97: Entire article added, p. 890, § 1, effective 1/1/1998. L. 2003: IP(2) amended, p. 2253, § 158, 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 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 7-64-701 — 7-64-705) › Section 7-64-704 - Statement of dissociation

(1)
A dissociated partner or the partnership may deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of dissociation stating the true name of the partnership and that the partner is dissociated from the partnership.
(2)
A statement of dissociation is a limitation on the authority of a dissociated partner for purposes of section
7-64-303 (3) and (4)
.
(3)
For purposes of sections
7-64-702 (1)(b)
and
7-64-703 (2)(b)
, a person other than the partnership or one of its partners has notice of the dissociation ninety days after the statement of dissociation is filed in the records of the secretary of state.
L. 97: Entire article added, p. 890, § 1, effective 1/1/1998. L. 2000: (1) amended, p. 955, § 32, effective July 1. L. 2002: (1) amended, p. 1826, § 56, effective July 1; (1) amended, p. 1691, § 54, effective October 1. L. 2003: (1) and (3) amended, p. 2254, § 159, effective 7/1/2004. L. 2004: (1) and (2) amended, p. 1451, § 160, 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 7 - PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP (§§ 7-64-701 — 7-64-705) › Section 7-64-705 - Continued use of partnership name

Continued use of a partnership name, or a dissociated partner's name as part thereof, by partners continuing the business does not of itself make the dissociated partner liable for an obligation of the partners or the partnership continuing the business.
L. 97: Entire article added, p. 890, § 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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 7-64-801 — 7-64-807) › Section 7-64-801 - Events causing dissolution and winding up of partnership business

(1)
A partnership is dissolved, and its business shall be wound up, only upon the occurrence of any of the following events:
(a)
In a partnership at will, the partnership's having notice from a partner, other than a partner who is dissociated under section
7-64-601 (1)(b) to (1)(j)
, of that partner's express will to withdraw as a partner; except that, if the partnership has notice that the partner's will is to withdraw at a later date, then the dissolution shall occur at the later date stated by the partner;
(b)
In a partnership for a definite term or particular undertaking:
(I)
Within ninety days after a partner's wrongful dissociation under section
7-64-602 (2)
or a partner's dissociation by death or otherwise under section
7-64-601 (1)(f) to (1)(j)
, the express will of at least half of the remaining partners to wind up the partnership business, for which purpose a partner's rightful dissociation, pursuant to section
7-64-602 (2)(b)(I)
, constitutes the expression of that partner's will;
(II)
The express will of all of the partners to wind up the partnership business; or
(III)
The expiration of the term or the completion of the undertaking;
(c)
An event agreed to in the partnership agreement resulting in the winding up of the partnership business;
(d)
An event that makes it unlawful for all or substantially all of the business of the partnership to be continued, but a cure of illegality within ninety days after the partnership has notice of the event is effective retroactively to the date of the event for purposes of this section;
(e)
On application by a partner, a judicial determination that:
(I)
The economic purpose of the partnership is likely to be unreasonably frustrated;
(II)
Another partner has engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with that partner;
(III)
It is not otherwise reasonably practicable to carry on the partnership business in conformity with the partnership agreement; or
(IV)
The partnership is not reasonably likely to pay liabilities against which it indemnifies the dissociated partner;
(f)
On application by a transferee of a partner's transferable interest, a judicial determination that it is equitable to wind up the partnership business:
(I)
After the expiration of the term or completion of the undertaking, if the partnership was for a definite term or particular undertaking at the time of the transfer or entry of the charging order that gave rise to the transfer; or
(II)
At any time, if the partnership was a partnership at will at the time of the transfer or entry of the charging order that gave rise to the transfer.
L. 97: Entire article added, p. 891, § 1, effective 1/1/1998. L. 2003: (1)(a) amended, p. 2254, § 160, 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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 7-64-801 — 7-64-807) › Section 7-64-802 - Partnership continues after dissolution

(1)
Subject to subsection (2) of this section, a partnership continues after dissolution only for the purpose of winding up its business. The partnership is terminated when the winding up of its business is completed.
(2)
At any time after the dissolution of a partnership and before the winding up of its business is completed, all of the partners, including any dissociating partner other than a wrongfully dissociating partner, may waive the right to have the partnership's business wound up and the partnership terminated. In that event:
(a)
The partnership resumes carrying on its business as if dissolution had never occurred, and any debt, obligation, or liability incurred by the partnership or a partner after the dissolution and before the waiver is determined as if dissolution had never occurred; and
(b)
The rights of a third party accruing under section
7-64-804 (1)
or arising out of conduct in reliance on the dissolution before the third party has notice of the waiver may not be adversely affected.
L. 97: Entire article added, p. 892, § 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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 7-64-801 — 7-64-807) › Section 7-64-803 - Right to wind up partnership business

(1)
After dissolution, a partner who has not wrongfully dissociated may participate in winding up the partnership's business, but on application of any partner, partner's legal representative, or transferee, the district court, for good cause shown, may order judicial supervision of the winding up.
(2)
The legal representative of the last surviving partner may wind up a partnership's business.
(3)
A person winding up a partnership's business may preserve the partnership business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle disputes, settle and close the partnership's business, dispose of and transfer the partnership's property, discharge or provide for the partnership obligations, distribute the assets of the partnership pursuant to section
7-64-807
, and perform other necessary acts.
L. 97: Entire article added, p. 892, § 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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 7-64-801 — 7-64-807) › Section 7-64-804 - Partner's power to bind partnership after dissolution

(1)
Subject to section
7-64-805
, a partnership is bound by a partner's act after dissolution that:
(a)
Is appropriate for winding up the partnership business; or
(b)
Would have bound the partnership under section
7-64-301
before dissolution, if the other party to the transaction did not have notice of the dissolution.
L. 97: Entire article added, p. 893, § 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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 7-64-801 — 7-64-807) › Section 7-64-805 - Statement of dissolution

(1)
After dissolution, a partner who has not wrongfully dissociated may deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of dissolution stating the true name of the partnership, the principal office address of the principal office of the partnership, and that the partnership has dissolved and is winding up its business.
(2)
A statement of dissolution cancels a filed statement of partnership authority for purposes of section
7-64-303 (3)
and is a limitation on authority for purposes of section
7-64-303 (4)
.
(3)
For purposes of sections
7-64-301
and
7-64-804
, a person not a partner has notice of the dissolution and the limitation on the partners' authority as a result of the statement of dissolution ninety days after it is filed in the records of the secretary of state.
(4)
Notwithstanding dissolution or the filing or recording of a statement of dissolution, a partnership may deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, and, if appropriate, record a statement of partnership authority that will operate with respect to a person not a partner as provided in section
7-64-303 (3) and (4)
in any transaction, whether or not the transaction is appropriate for winding up the partnership business.
L. 97: Entire article added, p. 893, § 1, effective 1/1/1998. L. 2000: (1) amended, p. 956, § 33, effective July 1. L. 2002: (1) and (4) amended, p. 1826, § 57, effective July 1; (1) and (4) amended, p. 1691, § 55, effective October 1. L. 2003: (1) and (3) amended, p. 2254, § 161, effective 7/1/2004. L. 2004: (1), (2), and (4) amended, p. 1452, § 161, effective July 1. L. 2006: (2) amended, p. 851, § 12, 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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 7-64-801 — 7-64-807) › Section 7-64-806 - Partner's liability to other partners after dissolution

(1)
Except as otherwise provided in subsection (2) of this section or in section
7-64-306
, after dissolution a partner is liable to the other partners for the partner's share of any partnership obligation incurred under section
7-64-804
.
(2)
A partner who, with knowledge of the dissolution, incurs a partnership obligation under section
7-64-804 (1)(b)
by an act that is not appropriate for winding up the partnership business is liable to the partnership for any damage caused to the partnership arising from the obligation.
L. 97: Entire article added, p. 893, § 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 8 - WINDING UP PARTNERSHIP BUSINESS (§§ 7-64-801 — 7-64-807) › Section 7-64-807 - Settlement of accounts and contributions among partners

(1)
In winding up a partnership's business, the assets of the partnership, including the contributions of the partners required by this section, shall be applied to discharge or provide for partnership obligations to creditors, including, to the extent permitted by law, partners who are creditors. Any surplus shall be applied to pay in cash the net amount distributable to partners in accordance with their right to distributions under subsection (2) of this section.
(2)
Each partner is entitled to a settlement of all partnership accounts upon winding up the partnership business. In settling accounts among the partners, the profits and losses that result from the liquidation of the partnership assets shall be credited and charged to the partners' accounts. The partnership shall make a distribution to a partner in an amount equal to any excess of the credits over the charges in the partner's account. A partner shall contribute to the partnership an amount equal to any excess of the charges over the credits in the partner's account.
(3)
If a partner fails to contribute, all of the other partners shall contribute, in the proportions in which those partners share partnership losses, the additional amount necessary to discharge or provide for the partnership obligations.
(4)
A partner or partner's legal representative may recover from the other partners any contributions the partner makes to the extent the amount contributed exceeds that partner's share of the partnership obligations.
(5)
After the settlement of accounts, each partner shall contribute, in the proportion in which the partner shares partnership losses, the amount necessary to discharge or provide for partnership obligations that were not known at the time of the settlement.
(6)
The estate of a deceased partner is liable for the partner's obligation to contribute to the partnership.
(7)
An assignee for the benefit of creditors of a partnership or a partner, or a person appointed by a court to represent creditors of a partnership or a partner, may enforce a partner's obligation to contribute to the partnership.
(8)
Notwithstanding any other subsection of this section, no partner shall be obligated to contribute under this section with respect to any amounts that are attributable to a partnership obligation incurred while the partnership is a limited liability partnership.
L. 97: Entire article added, p. 894, § 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 9 - [Repealed] CONVERSIONS AND MERGERS (§ 7-64-901) › Section 7-64-901 - to 7-64-909 - [Repealed]

(1) This article was added in 1997, and this part 9 was subsequently repealed in 2003, effective July 1, 2004.
(2) Section 7-64-909 provided for the repeal of this part 9, 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 10 - LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS (§§ 7-64-1001 — 7-64-1010) › Section 7-64-1001 - Definitions

As used in this part 10:
(1)
"Partner" includes both a general partner and a limited partner.
(2)
"Partnership agreement" means the partnership agreement in a partnership or a limited partnership.
L. 97: Entire article added, p. 900, § 1, effective 1/1/1998.
For additional definitions applicable to this part 10, 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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 10 - LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS (§§ 7-64-1001 — 7-64-1010) › Section 7-64-1003 - [Repealed]

L. 97: Entire article added, p. 902, § 1, effective 1/1/1998. 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 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 10 - LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS (§§ 7-64-1001 — 7-64-1010) › Section 7-64-1005 - [Repealed]

L. 97: Entire article added, p. 904, § 1, effective 1/1/1998. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 10 - LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS (§§ 7-64-1001 — 7-64-1010) › Section 7-64-1006 - [Repealed]

L. 97: Entire article added, p. 904, § 1, effective 1/1/1998. L. 2003: (2) added by revision, pp. 2356, 2357, §§ 347, 348.
Subsection (2) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 10 - LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS (§§ 7-64-1001 — 7-64-1010) › Section 7-64-1007 - Periodic reports

Part 5 of article
90
of this title, providing for periodic reports from reporting entities, applies to domestic limited liability partnerships and domestic limited liability limited partnerships and applies to foreign limited liability partnerships and foreign limited liability limited partnerships that are authorized to transact business or conduct activities in this state pursuant to part 8 of article
90
of this title.
L. 97: Entire article added, p. 905, § 1, effective 1/1/1998. L. 2000: Entire section repealed, p. 990, § 109, effective July 1. L. 2003: Entire section RC&RE, p. 2257, § 163, effective 7/1/2004. L. 2004: Entire section amended, p. 1453, § 163, effective July 1. L. 2010: Entire section amended, (HB 10 -1403), ch. 404, p. 1994, § 7, effective August 11.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 10 - LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS (§§ 7-64-1001 — 7-64-1010) › Section 7-64-1008 - [Repealed]

L. 97: Entire article added, p. 905, § 1, effective 1/1/1998. L. 2000: (1), (3)(b), and (3)(d) amended, p. 957, § 38, effective July 1. L. 2003: Entire section amended, p. 2257, § 164, effective 7/1/2004. L. 2004: Entire section amended, p. 1453, § 164, effective July 1. L. 2005: Entire section repealed, p. 1218, § 26, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › PARTNERSHIPS (§§ 7-60-101 — 7-64-1206) › Article 64 - COLORADO UNIFORM PARTNERSHIP ACT (1997) › Part 10 - LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS (§§ 7-64-1001 — 7-64-1010) › Section 7-64-1008.5 - Registered agent - service of process

Part 7 of article
90
of this title, providing for registered agents and service of process, shall apply to domestic limited liability partnerships and domestic limited liability limited partnerships and to foreign limited liability partnerships and foreign limited liability limited partnerships that are authorized to transact business or conduct activities in this state pursuant to part 8 of article
90
of this title.
L. 2004: Entire section added, p. 1454, § 165, 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 10 - LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS (§§ 7-64-1001 — 7-64-1010) › Section 7-64-1009 - Application of corporation case law to set aside limited liability

(1)
In a case in which a party seeks to hold the general partners of a limited liability partnership or limited liability limited partnership personally responsible for the alleged improper actions of the limited liability partnership or limited liability limited partnership, the court shall apply the case law that interprets the conditions and circumstances under which the corporate veil of a corporation may be pierced under Colorado law.
(2)
For purposes of this section, the failure of a limited liability partnership or limited liability limited partnership to observe the formalities or requirements relating to the management of its business and affairs is not in itself a ground for imposing personal liability on the partners for debts, obligations, or liabilities of the limited liability partnership or limited liability limited partnership.
L. 97: Entire article added, p. 906, § 1, effective 1/1/1998. L. 2003: (1) amended, p. 2258, § 165, 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 10 - LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS (§§ 7-64-1001 — 7-64-1010) › Section 7-64-1010 - Scope of part - choice of law - application to professions and occupations

(1)
A limited liability partnership or limited liability limited partnership may conduct its business, carry on its operations, and exercise the powers granted by this part 10 within and without the state.
(2)
(a)
It is the intent of the general assembly that the legal existence of limited liability partnerships and limited liability limited partnerships be recognized outside the boundaries of this state and that the law of this state governing the limited liability partnership or limited liability limited partnership transacting business outside this state be granted the protection of full faith and credit under section 1 of article IV of the constitution of the United States.
(b)
It is the intent of the general assembly that the internal affairs of a limited liability partnership or limited liability limited partnership formed in this state be subject to and governed by the law of this state including the provisions governing liability of general partners for debts, obligations, and liabilities chargeable to partnerships, limited liability partnerships, and limited liability limited partnerships.
(3)
Nothing in this part 10 shall be construed to permit a limited liability partnership, foreign limited liability partnership, limited liability limited partnership, or foreign limited liability limited partnership to engage in a profession or occupation as described in title 12, C.R.S., for which there is a specific statutory provision applicable to the practice of such profession or occupation by a corporation or professional corporation in this state unless authorized under applicable provisions of title 12, C.R.S.
L. 97: Entire article added, p. 906, § 1, effective 1/1/1998. L. 2003: (2) amended, p. 2258, § 166, 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 11 - FILING DOCUMENTS (§§ 7-64-1101 — 7-64-1102) › Section 7-64-1101 - Filing requirements

Part 3 of article
90
of this title, providing for the filing of documents, applies to any document filed or to be filed by the secretary of state pursuant to this article.
L. 2003: Entire part R&RE, p. 2258, § 167, 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 11 - FILING DOCUMENTS (§§ 7-64-1101 — 7-64-1102) › Section 7-64-1102 - [Repealed]

L. 2003: Entire part R&RE, p. 2259, § 167, effective 7/1/2004. L. 2004: Entire section repealed, p. 1454, § 166, 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 12 - MISCELLANEOUS PROVISIONS (§§ 7-64-1201 — 7-64-1206) › Section 7-64-1201 - Uniformity of application and construction

This article shall be 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.
L. 97: Entire article added, p. 914, § 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 12 - MISCELLANEOUS PROVISIONS (§§ 7-64-1201 — 7-64-1206) › Section 7-64-1202 - Title

This article may be cited as the "Colorado Uniform Partnership Act (1997)".
L. 97: Entire article added, p. 914, § 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 12 - MISCELLANEOUS PROVISIONS (§§ 7-64-1201 — 7-64-1206) › Section 7-64-1203 - Severability clause

If any provision of this article or its application to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of this article which can be given effect without the invalid provision or application, and to this end the provisions of this article are severable.
L. 97: Entire article added, p. 914, § 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 12 - MISCELLANEOUS PROVISIONS (§§ 7-64-1201 — 7-64-1206) › Section 7-64-1204 - Effective date

This article takes effect January 1, 1998.
L. 97: Entire article added, p. 915, § 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 12 - MISCELLANEOUS PROVISIONS (§§ 7-64-1201 — 7-64-1206) › Section 7-64-1205 - Applicability

(1)
This article governs only a partnership formed:
(a)
After January 1, 1998, unless that partnership is continuing the business of a partnership that has dissolved under section
7-60-141
; and
(b)
Before January 1, 1998, that elects, as provided by subsection (2) of this section, to be governed by this article.
(2)
A partnership voluntarily may elect, in the manner provided in its partnership agreement or by law for amending the partnership agreement, to be governed by this article. The provisions of this article relating to the liability of the partnership's partners to third parties apply to limit those partners' liability to a third party who had done business with the partnership within one year preceding the partnership's election to be governed by this article, only if the third party has notice of the partnership's election to be governed by this article.
L. 97: Entire article added, p. 915, § 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 12 - MISCELLANEOUS PROVISIONS (§§ 7-64-1201 — 7-64-1206) › Section 7-64-1206 - Saving clause

This article does not affect an action or proceeding commenced or right accrued before this article takes effect.
L. 97: Entire article added, p. 915, § 1, effective 1/1/1998.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › TRADEMARKS AND BUSINESS NAMES (§§ 7-70-101 — 7-73-101) › Article 70 - TRADEMARKS (§§ 7-70-101 — 7-70-109) › Section 7-70-101 - Definitions

As used in this article, unless the context otherwise requires:
(1)
"Class" means one of the classes listed in the "International Classification of Goods and Services for the Purposes of the Registration of Marks", published by the world intellectual property organization, as adopted and codified by the United States patent and trademark office of the United States department of commerce at
37 CFR 6.1
, as amended from time to time, or in any successor classification list as determined by the secretary of state.
(2)
"Drawing" means a pictorial representation of a special form trademark.
(3)
"Registrant" means:
(a)
A person who is identified as the registrant in the statement of trademark registration filed under this article; or
(b)
Following the filing of a statement of transfer of trademark registration, a person who is identified as the transferee in the statement of transfer of trademark registration.
(4)
"Special form trademark" means any trademark that is not a standard character trademark, such as a trademark made up of, or containing, in whole or in part, one or more special characteristics such as a logo, picture, design element, color, or style of lettering.
(5)
"Specimen" means a sample of use of the trademark, on or in a medium acceptable to the secretary of state. A specimen for a trademark for goods must show the trademark as used on or in connection with the goods in commerce in this state, such as a label, tag, or container for the goods; a display associated with the goods; or an imprint on the goods, such as a stamping. A specimen for a trademark for services must show the trademark as used in connection with the sale or advertising of the services in commerce in this state.
(6)
"Standard character trademark" means a trademark:
(a)
In which the trademark is expressed only in English letters, roman or arabic numerals, or punctuation marks as may be acceptable to the secretary of state; and
(b)
In which no stylization of lettering or numbers is claimed.
(7)
"Trademark" means a word, name, symbol, device, or any combination thereof, including packaging, configuration of goods, or other trade dress, used by a person to identify and distinguish the person's goods or services from those manufactured, sold, or rendered by others and to indicate the source of the goods or services, even if that source is unknown.
(8)
"Transfer" includes an assignment and a transfer by operation of law, but does not include a security interest or a license.
(9)
"Use in commerce" means a bona fide use of a trademark in the ordinary course of trade, and not made merely to reserve a right in a trademark.
L. 2006: Entire article R&RE, p. 109, § 1, effective 5/29/2007.
This section is similar to former § 7-70-101 as it existed prior to 2006.
(1) For definitions applicable to this article, see § 7-90-102 . (2) For the unlawful use of trademarks or trade names on fuel products, see § 8-20-220 .
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › TRADEMARKS AND BUSINESS NAMES (§§ 7-70-101 — 7-73-101) › Article 70 - TRADEMARKS (§§ 7-70-101 — 7-70-109) › Section 7-70-102 - Statement of trademark registration

(1)
A person who adopts and makes use in commerce of a trademark in this state may deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of trademark registration to which a specimen and, if the trademark is a special form trademark, a drawing is attached.
(2)
A statement of trademark registration shall state:
(a)
The true name of the registrant or, in the case of a general partnership that is not a limited liability partnership, the true name of at least one general partner of the general partnership;
(b)
If the registrant is an entity, the form of entity and the jurisdiction under the law of which the entity is formed;
(c)
If the registrant is an individual, the individual's principal address;
(d)
If the registrant is an entity other than a reporting entity, the entity's principal address;
(e)
If the registrant is neither an individual resident of this state nor an entity that is required to maintain a registered agent pursuant to part 7 of article
90
of this title, either of the following:
(I)
If the registrant desires to appoint a registered agent pursuant to section
7-70-108
, the registered agent name, the registered agent address, and a statement that the person appointed as the registered agent for the registrant has consented to being so appointed; or
(II)
The mailing address to which service of process in any proceeding based on a cause of action with respect to the statement of trademark registration may be mailed pursuant to section
7-70-108
;
(f)
If the trademark is a standard character trademark, the characters constituting the trademark;
(g)
If the trademark is a special form trademark, a description of the attached drawing;
(h)
A detailed description of the goods or services in connection with which the trademark is used and the class into which such goods or services fall;
(i)
A description of the attached specimen sufficient to identify the nature of the specimen;
(j)
The date of first use in commerce of the trademark in this state by the registrant or the registrant's predecessor in interest; and
(k)
That the registrant is currently using the trademark in commerce in this state and that the registrant believes, in good faith, that:
(I)
The registrant has the right to use the trademark in connection with the goods or services listed pursuant to paragraph (h) of this subsection (2); and
(II)
The registrant's use of the trademark does not infringe the rights of any other person in that trademark.
(3)
A statement of trademark registration shall not state a delayed effective date.
L. 2006: Entire article R&RE, p. 110, § 1, effective 5/29/2007. L. 2007: (2)(c) and (2)(d) amended, p. 225, § 12, effective May 29. L. 2009: (2)(a) amended, (HB 09 -1248), ch. 252, p. 1131, § 9, effective May 14.
This section is similar to former § 7-70-102 as it existed prior to 2006.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › TRADEMARKS AND BUSINESS NAMES (§§ 7-70-101 — 7-73-101) › Article 70 - TRADEMARKS (§§ 7-70-101 — 7-70-109) › Section 7-70-103 - Effect of filing statement of trademark registration

(1)
A statement of trademark registration filed by the secretary of state shall be notice of the claims made in the statement of trademark registration from and after the date and time the statement of trademark registration is filed.
(2)
Except as provided in subsection (1) of this section, filing of a statement of trademark registration does not confer upon the registrant any substantive right or create any remedy not otherwise available. All substantive rights and remedies created by the laws of this state with respect to trademarks are created exclusively by common law.
(3)
Except as provided in subsection (1) of this section, filing of a statement of trademark registration does not enlarge or otherwise affect rights with respect to the trademark that are created by the common law of this state or any other laws. The lack of filing of a statement of trademark registration does not impair or otherwise affect such rights.
(4)
This article does not confer the right to use the phrase "registered in the United States patent and trademark office", the abbreviation "reg. U.S. pat. & tm. off.", or any other abbreviation of such phrase or variant thereof, or the letter R enclosed within a circle, or ® in connection with a trademark with respect to which a statement of trademark registration has been filed by the secretary of state.
L. 2006: Entire article R&RE, p. 112, § 1, effective 5/29/2007.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › TRADEMARKS AND BUSINESS NAMES (§§ 7-70-101 — 7-73-101) › Article 70 - TRADEMARKS (§§ 7-70-101 — 7-70-109) › Section 7-70-105 - Statement of withdrawal of trademark registration

(1)
A statement of trademark registration may be withdrawn by the registrant by delivering to the secretary of state, for filing pursuant to part 3 of article
90
of this title, a statement of withdrawal of trademark registration.
(2)
A statement of withdrawal of trademark registration shall:
(a)
State the true name of the registrant;
(b)
Identify the statement of trademark registration in a manner satisfactory to the secretary of state;
(c)
State that the statement of trademark registration is withdrawn; and
(d)
Include such other information as the secretary of state may require.
L. 2006: Entire article R&RE, p. 114, § 1, effective 5/29/2007.