Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-61-101 Short title
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This article shall be known and may be cited as the Uniform Limited Partnership Law of 1931, and shall be applicable to limited partnerships as provided in section 7-61-129.5. Source: L. 31: p. 643, � 27. CSA: C. 123, � 70. CRS 53: � 104-2-27. C.R.S. 1963: � 104-2-27. L. 81: Enti…
Colo. Rev. Stat. § 7-61-102 Definitions
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As used in this article, unless the context otherwise requires: (1) Limited partnership means a partnership formed by two or more persons, under the provisions of section 7-61-103, having as members one or more general partners and one or more limited partners. The limited partne…
Colo. Rev. Stat. § 7-61-103 Formation
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(1) Two or more persons desiring to form a limited partnership shall: (a) Sign and swear to a certificate which shall state: (I) The name of the partnership; (II) The character of the business; (III) The location of the principal place of business; (IV) The name and place of resi…
Colo. Rev. Stat. § 7-61-104 Business which may be carried on
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A limited partnership may carry on any business which a partnership without limited partners may carry on. Source: L. 31: p. 628, � 3. CSA: C. 123, � 46. CRS 53: � 104-2-3. C.R.S. 1963: � 104-2-3.
Colo. Rev. Stat. § 7-61-105 Limited partner's contribution
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The contributions of a limited partner may be cash or other property but not services. Source: L. 31: p. 628, � 4. CSA: C. 123, � 47. CRS 53: � 104-2-4. C.R.S. 1963: � 104-2-4.
Colo. Rev. Stat. § 7-61-106 Name not to contain surname of limited partner - exceptions
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(1) The surname of a limited partner shall not appear in the partnership name, unless: (a) It is also the surname of a general partner; or (b) Prior to the time when the limited partner became such, the business had been carried on under a name in which the limited partner's surn…
Colo. Rev. Stat. § 7-61-107 Liability for false statement in certificate
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(1) If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false: (a) At the time such party signed the certificate; or (b) Subsequently but within a sufficient ti…
Colo. Rev. Stat. § 7-61-108 Limited partner not liable to creditors - when
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A limited partner shall not become liable as a general partner unless, in addition to the exercise of the limited partner's rights and powers as a limited partner, the limited partner takes part in the control of the business. Source: L. 31: p. 629, � 7. CSA: C. 123, � 50. CRS 53…
Colo. Rev. Stat. § 7-61-109 Admission of additional limited partners
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After the formation of a limited partnership, additional limited partners may be admitted upon filing an amendment to the original certificate in accordance with the requirements of section 7-61-126. Source: L. 31: p. 630, � 8. CSA: C. 123, � 51. CRS 53: � 104-2-8. C.R.S. 1963: �…
Colo. Rev. Stat. § 7-61-110 General partner - rights - liabilities
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(1) A general partner shall have all the rights and powers and be subject to all the restrictions and liabilities of a partner in a partnership without limited partners, but without the written consent or ratification of the specific act by all the limited partners, a general par…
Colo. Rev. Stat. § 7-61-111 Rights of a limited partner
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(1) A limited partner shall have the same rights as a general partner to: (a) Have the partnership books kept at the principal place of business of the partnership and at all times to inspect and copy any of them; (b) Have on demand true and full information of all things affecti…
Colo. Rev. Stat. § 7-61-112 Status of person erroneously believing self to be a limited partner
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A person who has contributed to the capital of a business conducted by a person or partnership erroneously believing that the person has become a limited partner in a limited partnership is not, by reason of the person’s exercise of the rights of a limited partner, a general part…
Colo. Rev. Stat. § 7-61-113 One person both general and limited partner
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(1) A person may be a general partner and a limited partner in the same partnership at the same time. (2) A person who is a general partner and at the same time a limited partner shall have all the rights and powers and be subject to all the restrictions of a general partner; exc…
Colo. Rev. Stat. § 7-61-114 Transactions with limited partner
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(1) A limited partner also may loan money to and transact other business with the partnership and, unless the limited partner is also a general partner, receive, on account of resulting claims against the partnership, a pro rata share of the assets with general creditors. (2) No …
Colo. Rev. Stat. § 7-61-115 Relation of limited partners inter se
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Where there are several limited partners, the members may agree that one or more of the limited partners shall have a priority over other limited partners as to the return of their contributions, as to their compensation by way of income, or as to any other matter. If such an agr…
Colo. Rev. Stat. § 7-61-116 Compensation of limited partner
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A limited partner may receive from the partnership the share of the profits or the compensation by way of income stipulated for in the certificate, if after such payment is made, whether from the property of the partnership or that of a general partner, the partnership assets are…
Colo. Rev. Stat. § 7-61-117 Withdrawal or reduction of limited partner's contribution
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(1) A limited partner shall not receive from a general partner or out of partnership property any part of the limited partner's contributions until: (a) All liabilities of the partnership, except liabilities to general partners and to limited partners on account of their contribu…
Colo. Rev. Stat. § 7-61-118 Liability of limited partner to partnership
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(1) A limited partner is liable to the partnership: (a) For the difference between the contribution as actually made by the limited partner and that stated in the certificate as having been made; and (b) For any unpaid contribution that the limited partner agreed in the certifica…
Colo. Rev. Stat. § 7-61-119 Nature of limited partner's interest
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A limited partner's interest in the partnership is personal property. Source: L. 31: p. 636, � 18. CSA: C. 123, � 61. CRS 53: � 104-2-18. C.R.S. 1963: � 104-2-18.
Colo. Rev. Stat. § 7-61-120 Assignment of limited partner's interest
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(1) A limited partner's interest is assignable. (2) A substituted limited partner is a person admitted to all the rights of a limited partner who has died or has assigned the limited partner's interest in a partnership. (3) An assignee who does not become a substituted limited pa…
Colo. Rev. Stat. § 7-61-121 Effect of retirement, death, or insanity of a general partner
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(1) The retirement, death, or insanity of a general partner dissolves the partnership unless the business is continued by the remaining general partners: (a) Under a right to do so as stated in the certificate; or (b) With the consent of all members. Source: L. 31: p. 638, � 20. …
Colo. Rev. Stat. § 7-61-122 Death of limited partner
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(1) On the death of a limited partner, the deceased limited partner's executor or administrator shall have all the rights of a limited partner for the purpose of settling the deceased limited partner's estate and such power as the deceased limited partner had to constitute the de…
Colo. Rev. Stat. § 7-61-123 Rights of creditors of limited partner
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(1) On due application to a court of competent jurisdiction by any creditor of a limited partner, the court may charge the interest of the indebted limited partner with payment of the unsatisfied amount of such claim and may appoint a receiver and make all other orders, direction…
Colo. Rev. Stat. § 7-61-124 Distribution of assets
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(1) In settling accounts after dissolution, the liabilities of the partnership shall be entitled to payment in the following order: (a) Those to creditors, in the order of priority as provided by law, except those to limited partners on account of their contributions and to gener…
Colo. Rev. Stat. § 7-61-125 When certificate shall be canceled or amended
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(1) The certificate shall be canceled when the partnership is dissolved or all limited partners cease to be such. (2) A certificate shall be amended when: (a) There is a change in the name of the partnership or in the amount or character of the contribution of any limited partner…
Colo. Rev. Stat. § 7-61-126 Requirements for amendment and for cancellation of certificate
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(1) The writing to amend a certificate shall: (a) Conform to the requirements of section 7-61-103 insofar as necessary to state clearly the change in the certificate that is desired; and (b) Be signed and sworn to by all members, and an amendment substituting a limited partner or…
Colo. Rev. Stat. § 7-61-127 Parties to actions
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A contributor, unless the contributor is a general partner, is not a proper party to proceedings by or against a partnership except where the object is to enforce a limited partner's right against or liability to the partnership. Source: L. 31: p. 642, � 26. CSA: C. 123, � 69. CR…
Colo. Rev. Stat. § 7-61-128 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) This article shall be so interpreted and construed as to effect its general purpose to make uniform the law of those states which enact it. (3) T…
Colo. Rev. Stat. § 7-61-129 Law governing cases not covered
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(1) In any case not provided for in this article, the provisions of either article 60 or 64 of this title shall govern, to the extent applicable, as follows: (a) A limited partnership may elect to be governed by article 64 of this title by filing for record in the office of the c…
Colo. Rev. Stat. § 7-61-129.5 Applicability
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Except as provided in section 7-62-1103, this article shall apply to limited partnerships formed between April 11, 1931, and prior to November 1, 1981. On or after November 1, 1981, all limited partnerships shall be formed under the provisions of article 62 of this title. Source:…
Colo. Rev. Stat. § 7-61-130 Provisions for existing limited partnerships
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(1) A limited partnership formed under any statute of this state prior to April 11, 1931, may become a limited partnership under this article by complying with the provisions of section 7-61-103 if the certificate states: (a) The amount of the original contributions of each limit…