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Colorado Statutes, Title 7

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Title 7, Corporations and Associations

0 chapters · 1,076 sections in this title.

All chapters in Title 71,076 Ch 58129 Ch 9088 Ch 8082 Ch 5665 Ch 6459 Ch 6255 Ch 6050 Ch 6131 Ch 10827 Ch 12825 Ch 5522 Ch 3021 Ch 10720 Ch 12719

50 sections·Filtered byTitle 7✕Ch 60✕

Colo. Rev. Stat. § 7-60-101 Short title
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This article shall be known and may be cited as the "Uniform Partnership Law". Source: L. 31: p. 645, § 1. CSA: C. 123, § 1. CRS 53: § 104-1-1. C.R.S. 1963: § 104-1-1. ANNOTATION Law reviews. For article, "One Year Review of Corporations, Partnership, and Agency", see 37 Dicta 11…
Colo. Rev. Stat. § 7-60-102 Definitions
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As used in this article, unless the context otherwise requires: (1) "Bankrupt" includes bankrupt or debtor under the federal bankruptcy code of 1978, title 11 of the United States Code, or insolvent under any state insolvency act. (2) "Business" includes every trade, occupation, …
Colo. Rev. Stat. § 7-60-103 Knowledge and notice
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(1) A person has "knowledge" of a fact within the meaning of this article not only when the person has actual knowledge thereof but also when the person has knowledge of such other facts as in the circumstances show bad faith. (2) A person has "notice" of a fact within the meanin…
Colo. Rev. Stat. § 7-60-104 Rules of construction
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(1) The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article. (2) The law of estoppel shall apply under this article. (3) The law of agency shall apply under this article. (4) This article shall be so interprete…

Colo. Rev. Stat. § 7-60-105 Rules for cases not covered

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In any case not provided for in this article, the rules of law and equity, including the law merchant, shall govern. Source: L. 31: p. 647, § 5. CSA: C. 123, § 5. CRS 53: § 104-1-5. C.R.S. 1963: § 104-1-5.

Colo. Rev. Stat. § 7-60-106 Partnership defined

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(1) A partnership is an association of two or more persons to carry on, as co-owners, a business for profit and includes, without limitation, a limited liability partnership. (2) But any association formed under any other statute of this state or any statute adopted by an authori…

Colo. Rev. Stat. § 7-60-107 Partnership determined - how

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(1) In determining whether a partnership exists these rules shall apply: (a) Except as provided by section 7-60-116, persons who are not partners as to each other are not partners as to third persons; (b) Joint tenancy, tenancy in common, tenancy by the entireties, joint property…

Colo. Rev. Stat. § 7-60-108 Partnership property

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(1) All property originally brought into the partnership stock or subsequently acquired by purchase or otherwise on account of the partnership is partnership property. (2) Unless the contrary intention appears, property acquired with partnership funds is partnership property. (3)…

Colo. Rev. Stat. § 7-60-109 Partner agent of partnership

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(1) Subject to the effect of a statement of partnership authority under section 7-64-303, every partner is an agent of the partnership for the purpose of its business, and the act of every partner, including the execution in the partnership name of any instrument for apparently c…

Colo. Rev. Stat. § 7-60-110 Conveyance of real property

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(1) Subject to the effect of a statement of partnership authority under section 7-64-303, where title to real property is in the partnership name, any partner may convey title to such property by a conveyance executed in the partnership name; except that the partnership may recov…

Colo. Rev. Stat. § 7-60-111 Admission of partner binds partnership

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An admission or representation made by any partner concerning partnership affairs within the scope of the partner's authority as conferred by this article is evidence against the partnership. Source: L. 31: p. 651, § 11. CSA: C. 123, § 11. CRS 53: § 104-1-11. C.R.S. 1963: § 104-1…

Colo. Rev. Stat. § 7-60-112 Notice to partner - effect

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Notice to any partner of any matter relating to partnership affairs and the knowledge of the partner acting in the particular matter acquired while a partner or then present to the partner's mind and the knowledge of any other partner who reasonably could and should have communic…

Colo. Rev. Stat. § 7-60-113 Partner's wrongful acts - liability

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Where, by any wrongful act or omission of any partner acting in the ordinary course of the business of the partnership or with the authority of the other partners, loss or injury is caused to any person, not being a partner in the partnership, or any penalty is incurred, the part…

Colo. Rev. Stat. § 7-60-114 Partner's breach of trust - liability

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(1) The partnership is bound to make good the loss: (a) Where one partner acting within the scope of such partner's apparent authority receives money or property of a third person and misapplies it; and (b) Where the partnership in the course of its business receives money or pro…

Colo. Rev. Stat. § 7-60-115 Nature of partner's liability

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(1) Except as otherwise provided in subsection (2) of this section, all partners are liable: (a) Jointly and severally for everything chargeable to the partnership under sections 7-60-113 and 7-60-114; (b) Jointly and severally for all other debts and obligations of the partnersh…

Colo. Rev. Stat. § 7-60-116 Liability of purported partner

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(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, rely…

Colo. Rev. Stat. § 7-60-117 Liability of incoming partner

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A person admitted as a partner into an existing partnership is liable for all the obligations of the partnership arising before such admission as though the person had been a partner when such obligations were incurred; except that this liability shall be satisfied only out of pa…

Colo. Rev. Stat. § 7-60-118 Rights and duties of partners

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(1) The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules: (a) Each partner shall be repaid such partner's contributions, whether by way of capital or advances to the partnership pro…

Colo. Rev. Stat. § 7-60-119 Partnership books

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The partnership books shall be kept, subject to any agreement between the partners, at the principal place of business of the partnership, and every partner shall at all times have access to and may inspect and copy any of them. Source: L. 31: p. 655, § 19. CSA: C. 123, § 19. CRS…

Colo. Rev. Stat. § 7-60-120 Duty to render information

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Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner under legal disability. Source: L. 31: p. 656, § 20. CSA: C. 123, § 20. CRS 53: § 104-1-20. C.R.S. 1963: § 104-1-20…

Colo. Rev. Stat. § 7-60-121 Accountable as a fiduciary

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(1) Every partner shall account to the partnership for any benefit and hold as trustee for it any profits derived by such partner without the consent of the other partners from any transaction connected with the formation, conduct, or liquidation of the partnership or from any us…

Colo. Rev. Stat. § 7-60-122 Right to an account

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(1) Any partner shall have the right to a formal account as to partnership affairs: (a) If the partner is wrongfully excluded from the partnership business or possession of its property by the other partners; (b) If the right exists under the terms of any agreement; (c) As provid…

Colo. Rev. Stat. § 7-60-123 Rights and duties beyond term

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(1) When a partnership for a fixed term or particular undertaking is continued after the termination of such term or particular undertaking without any express agreement, the rights and duties of the partners remain the same as they were at such termination, insofar as is consist…

Colo. Rev. Stat. § 7-60-124 Property rights of a partner

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(1) The property rights of a partner are: (a) Such partner's rights in specific partnership property; (b) Such partner's interest in the partnership; and (c) Such partner's right to participate in the management. Source: L. 31: p. 657, § 24. CSA: C. 123, § 24. CRS 53: § 104-1-24.…

Colo. Rev. Stat. § 7-60-125 Right in specific property

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(1) A partner is co-owner with the other partners of specific partnership property holding as a tenant in partnership. (2) The incidents of tenancy in partnership are such that: (a) A partner, subject to the provisions of this article and to any agreement between the partners, ha…

Colo. Rev. Stat. § 7-60-126 Nature of partner's interest

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A partner's interest in the partnership is the partner's share of the profits and surplus, and the same is personal property. Source: L. 31: p. 659, § 26. CSA: C. 123, § 26. CRS 53: § 104-1-26. C.R.S. 1963: § 104-1-26. L. 2004: Entire section amended, p. 1426, § 85, effective Jul…

Colo. Rev. Stat. § 7-60-127 Assignment of partner's interest

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(1) A conveyance by a partner of the partner's interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management …

Colo. Rev. Stat. § 7-60-128 Interest subject to charging order

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(1) On due application to a court of competent jurisdiction by any judgment creditor of a partner, the court that entered the judgment, order, or decree, or any other court, may charge the interest of the debtor partner with payment of the unsatisfied amount of the judgment with …

Colo. Rev. Stat. § 7-60-129 Dissolution defined

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The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business. Source: L. 31: p. 660, § 29. CSA: C. 123, § 29. CRS 53: § 104-1-29. C.R.S. 1963: …

Colo. Rev. Stat. § 7-60-130 Dissolution is not termination

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On dissolution the partnership is not terminated but continues until the winding up of partnership affairs is completed. Source: L. 31: p. 660, § 30. CSA: C. 123, § 30. CRS 53: § 104-1-30. C.R.S. 1963: § 104-1-30. ANNOTATION Harmless error to join dissolved partnership as defenda…

Colo. Rev. Stat. § 7-60-131 Causes of dissolution

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(1) Dissolution is caused: (a) Without violation of the agreement between the partners: (I) By the termination of the definite term or particular undertaking stated in the agreement; (II) By the express will of any partner when no definite term or particular undertaking is stated…

Colo. Rev. Stat. § 7-60-132 Dissolution by decree of court

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(1) On application by or for a partner, the court shall decree a dissolution if: (a) A partner has been determined by the court to be mentally incompetent to such a degree that the partner is incapable of performing the partner's part of the partnership contract or a court of com…

Colo. Rev. Stat. § 7-60-133 General effect of dissolution

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(1) Except insofar as may be necessary to wind up partnership affairs or to complete transactions begun but not then finished, dissolution terminates all authority of any partner to act for the partnership: (a) With respect to the partners: (I) When the dissolution is not by the …

Colo. Rev. Stat. § 7-60-134 Right of partner to contribution

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(1) Except as otherwise provided in subsection (2) of this section, where the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to the other partners for such partner's share of any liability created by any partner acting for the partners…

Colo. Rev. Stat. § 7-60-135 Power of partner to bind partnership after dissolution

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(1) After dissolution, a partner can bind the partnership, except as provided in subsection (3) of this section: (a) By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution; (b) By any transaction which would bind the partner…

Colo. Rev. Stat. § 7-60-136 Effect of dissolution on existing liability

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(1) The dissolution of the partnership does not of itself discharge the existing liability of any partner. (2) A partner is discharged from any existing liability upon dissolution of the partnership by an agreement to that effect between such partner, the partnership creditor, an…

Colo. Rev. Stat. § 7-60-137 Right to wind up

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Unless otherwise agreed, the partners who have not wrongfully dissolved the partnership or the legal representative of the last surviving partner, not bankrupt, has the right to wind up the partnership affairs; except that any partner or any partner's legal representative or assi…

Colo. Rev. Stat. § 7-60-138 Application of partnership property

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(1) When dissolution is caused in any way, except in contravention of the partnership agreement, each partner as against the other partners and all persons claiming through them in respect of their interests in the partnership, unless otherwise agreed, may have the partnership pr…

Colo. Rev. Stat. § 7-60-139 Rights dissolved for fraud

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(1) Where a partnership contract is rescinded on the ground of fraud or misrepresentation of one of the parties, the party entitled to rescind is, without prejudice to any other right, entitled: (a) To a lien on or right of retention of the surplus of the partnership property aft…

Colo. Rev. Stat. § 7-60-140 Rules for distribution

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(1) In settling accounts between the partners after dissolution, the following rules shall be observed, subject to any agreement to the contrary: (a) The assets of the partnership are: (I) The partnership property; (II) The contributions of the partners, as limited by paragraph (…

Colo. Rev. Stat. § 7-60-141 Liability of persons continuing business

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(1) When any new partner is admitted into an existing partnership, or when any partner retires and assigns or the representative of the deceased partner assigns the deceased partner's right in partnership property to two or more of the partners or to one or more of the partners a…

Colo. Rev. Stat. § 7-60-142 Rights of retiring partner

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When any partner retires or dies and the business is continued under any of the conditions set forth in section 7-60-141 (1), (2), (3), (5), and (6), or in section 7-60-138 (2)(b), without any settlement of accounts as between the partner or the partner's estate and the person or…

Colo. Rev. Stat. § 7-60-143 Accrual of actions

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The right to an account of the partner's interest shall accrue to any partner or any partner's legal representative, as against the winding up partners, the surviving partners, or the person or partnership continuing the business at the date of dissolution, in the absence of any …

Colo. Rev. Stat. § 7-60-144 Registration of partnerships

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(1) A partnership governed by this article may register as a limited liability partnership, and a limited partnership that has not made the election provided for in section 7-61-129 or 7-62-1104 may register as a limited liability limited partnership, by delivering to the secreta…

Colo. Rev. Stat. § 7-60-144.5 Statement of partnership authority or statement of denial

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With respect to a partnership governed by this article or a limited partnership that has not made the election provided for in section 7-61-129 (1)(a) or 7-62-1104 (2)(a), a statement of partnership authority may be delivered to the secretary of state pursuant to section 7-64-303…

Colo. Rev. Stat. § 7-60-146 Limitations on distribution from limited liability partnerships

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(1) A limited liability partnership or limited liability limited partnership shall not make a distribution to a general partner to the extent that, at the time of the distribution, after giving effect to the distribution, all liabilities of the limited liability partnership or li…

Colo. Rev. Stat. § 7-60-149 Limited liability partnership periodic reports

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Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to limited liability partnerships subject to this article. Source: L. 95: Entire section added, p. 784, § 11, effective May 24. L. 2000: Entire section repealed, p. 990, § 109, eff…

Colo. Rev. Stat. § 7-60-152.5 Registered agent - service of process

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Part 7 of article 90 of this title, providing for registered agents and service of process, shall apply to limited liability partnerships and limited liability limited partnerships and to foreign limited liability partnerships and foreign limited liability limited partnerships th…

Colo. Rev. Stat. § 7-60-153 Application of corporation case law to set aside limited liability

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(1) In any case in which a party seeks to hold the partners of a limited liability partnership or limited liability limited partnership personally responsible for the alleged improper actions of the limited liability partnership or limited liability limited partnership, the court…

Colo. Rev. Stat. § 7-60-154 Scope of article - choice of law - application to professions and occupations

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(1) A partnership, including a limited liability partnership or limited liability limited partnership, may conduct its business, carry on its operations, and exercise the powers granted by this article within and without the state. (2) (a) It is the intent of the general assembly…