(1) In order to form a limited partnership, a certificate of limited partnership shall be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title. The certificate of limited partnership shall state:
(a) The domestic entity name of the limited partnership, which domestic entity name shall comply with part 6 of article 90 of this title;
(b) The registered agent name and registered agent address of the limited partnership's initial registered agent;
(c) The true name and mailing address of each general partner;
(c.5) The principal office address of the limited partnership's initial principal office;
(d) That there are at least two partners in the partnership, at least one of whom is a limited partner; and
(e) Any other matters relating to the limited partnership or the certificate the general partners determine to include therein.
(2) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state, or at any later time not more than ninety days after the date of the filing of the certificate, stated in the certificate of limited partnership, if, in either case, there has been substantial compliance with the requirements of this section.
Source: L. 81: Entire article added, p. 436, § 1, effective November 1. L. 86: (1) R&RE, p. 450, § 5, effective July 1. L. 2000: (1)(a) amended, p. 952, § 20, effective July 1. L. 2002: IP(1) amended, p. 1821, § 38, effective July 1; IP(1) amended, p. 1685, § 36, effective October 1. L. 2003: IP(1), (1)(a) to (1)(c), (1)(e), and (2) amended and (1)(c.5) added, p. 2242, § 126, effective July 1, 2004. L. 2004: IP(1) and (1)(c) amended, p. 1440, § 125, effective July 1. L. 2006: (1)(d) amended, p. 850, § 9, effective July 1. L. 2008: (1)(c) amended, p. 19, § 3, effective August 5.
ANNOTATION
Law reviews. For comment, "The Colorado Changes to the Revised Uniform Limited Partnership Act", see 53 U. Colo. L. Rev. 823 (1982). For article, "Significant Improvements to Colorado's Limited Partnership Act Adopted", see 15 Colo. Law. 1635 (1986). For article, "Trade Name Registration Requirements and Customs in Colorado — Parts I and II", see 16 Colo. Law. 238 and 454 (1987).
Where the certificate of limited partnership was properly filed and there was no evidence to suggest the limited partner and the general partners did not have a good faith belief that they had formed a limited partnership, the partnership and limited partnership statutes concerning liability applied for the protection of the limited partnership's creditors. Black v. First Federal Savings and Loan, 830 P.2d 1103 (Colo. App. 1992).
Because all of the parties at the time of contract believed that a limited partnership existed based on the filing of the certificate, the general partners were jointly and severally liable on the note and deed of trust. Black v. First Federal Savings and Loan, 830 P.2d 1103 (Colo. App. 1992).
Where the limited partnership benefited from the loan entered into after the filing of the partnership certificate, the general partners were estopped from denying the validity of their acts on behalf of the partnership, even though the limited partnership was declared void as to the limited partner. Black v. First Federal Savings and Loan, 830 P.2d 1103 (Colo. App. 1992).
A limited partnership is formed when there is good faith, substantial compliance with the statutory requirements to execute and file a certificate of limited partnership in the office of the secretary of state. Black v. First Fed. Sav. & Loan Ass'n, 830 P.2d 1103 (Colo. App. 1992).
The law does not intend for the certificate of limited partnership to control the rights and obligations of the partners among themselves. The statutory provisions that require that the certificate of limited partnership specify the amount of cash and property contributed by each partner and the times at which any additional contributions will be made by each partner do not prohibit limited partners from contractually agreeing to allow an increase in capital contributions by majority vote. Fox v. I-10, Ltd., 957 P.2d 1018 (Colo. 1998) (decided under former § 7-62-201(1)(e) and (f) prior to the 1986 amendments that eliminated these certificate requirements).
Certificate does not need to indicate the process by which partners to a partnership may amend their agreement in the future. Instead, certificate must merely specify the initial contribution agreed upon by the partners. Fox v. I-10, Ltd., 957 P.2d 1018 (Colo. 1998) (decided under former § 7-62-201 prior to the 1986 amendments that eliminated certificate requirement of § 7-62-201 (1)(f)).