Title 7, Corporations and Associations

0 chapters · 1,168 sections in this title.

66 sectionsFiltered byTitle 7 Ch 62

Colo. Rev. Stat. § 7-62-1001 Right of action
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(1) A limited partner may bring an action in the right of a limited partnership to recover a judgment in its favor. In order to bring the action, a limited partner must establish the following: (a) That those general partners with authority to do so have refused to bring the acti…
Colo. Rev. Stat. § 7-62-1002 Expenses
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In any action instituted in the right of any domestic or foreign limited partnership by a limited partner, the court having jurisdiction, upon final judgment and a finding that the action was brought without reasonable cause, may require the plaintiff to pay to the parties named …
Colo. Rev. Stat. § 7-62-1003 Security and costs
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In any action instituted in the right of any domestic or foreign limited partnership, unless the contributions of or allocable to plaintiff to partnership property amount to five percent or more of the contributions of all limited partners, in their status as limited partners, or…
Colo. Rev. Stat. § 7-62-101 Definitions
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As used in this article, unless the context otherwise requires: (1) Certificate of limited partnership means the certificate referred to in section 7-62-201, and the certificate as amended. (2) Contribution means any cash, property, services rendered, or a promissory note or othe…
Colo. Rev. Stat. § 7-62-102 Name of limited partnership. (Repealed)
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Source: L. 81: Entire article added, p. 434, � 1, effective November 1. L. 86: (2) added, p. 448, � 2, effective July 1. L. 90: (1)(c) amended, p. 446, � 7, effective April 18. L. 97: (1)(a) and (1)(b) amended and (3) added, p. 1498, � 2, effective June 3. L. 2000: Entire section…
Colo. Rev. Stat. § 7-62-103 Reservation of name. (Repealed)
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Source: L. 81: Entire article added, p. 434, � 1, effective November 1. L. 2000: Entire section repealed, p. 990, � 109, effective July 1.
Colo. Rev. Stat. § 7-62-104 Registered office - registered agent - repeal. (Repealed)
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Source: L. 81: Entire article added, p. 435, � 1, effective November 1. L. 86: Entire section amended, p. 449, � 3, effective July 1. L. 2003: (2) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsection (2) provided for the repeal of this section, effective July…
Colo. Rev. Stat. § 7-62-104.5 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, applies to limited partnerships. Source: L. 2003: Entire section added, p. 2241, � 124, effective July 1, 2004.
Colo. Rev. Stat. § 7-62-105 Records
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(1) Each limited partnership shall keep at an office stated in the manner provided in the partnership agreement or, if no such provision is made, at the street address of the principal office, if any, of the limited partnership or, if none, at the street address of the registered…
Colo. Rev. Stat. § 7-62-106 Nature of business
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A limited partnership may carry on any business that a partnership without limited partners may carry on except as prohibited by law. Source: L. 81: Entire article added, p. 435, � 1, effective November 1.
Colo. Rev. Stat. § 7-62-107 Business transactions of partner with the partnership
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Except as provided in the partnership agreement, a partner may lend money to, act as surety for, and transact other business with the limited partnership and, subject to other applicable law, has the same rights and obligations with respect thereto as a person who is not a partne…
Colo. Rev. Stat. § 7-62-108 Service of process on limited partnership - repeal. (Repealed)
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Source: L. 81: Entire article added, p. 435, � 1, effective November 1. L. 2003: (6) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsection (6) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.) 7-62-109. Conversion …
Colo. Rev. Stat. § 7-62-109 Conversion of limited partnership into other entities - repeal. (Repealed)
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C.R.S. 7-62-109Statutes current through Chapter 65 of the 2026 Regular Session, effective as of April 20, 2026. The text of this section is not final. It will not be final until compared to, and updated from, the text provided by the Colorado Office of Legislative Legal Services …
Colo. Rev. Stat. § 7-62-110 Statute of frauds - applicability
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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. Source: L. 2016: Entire section a…
Colo. Rev. Stat. § 7-62-1101 Applicability
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This article shall apply to all limited partnerships formed on or after November 1, 1981. Source: L. 81: Entire article added, p. 451, � 1, effective November 1.
Colo. Rev. Stat. § 7-62-1102 Construction and application
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(1) This article shall be so 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. (2) This article shall not be construed so as to impair the obligations of any contract existing on N…
Colo. Rev. Stat. § 7-62-1103 Provisions for existing limited partnerships
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(1) A limited partnership formed under any statute of this state prior to November 1, 1981, may elect to be governed by the provisions of this article. The general partner or partners may make the election for the limited partnership at any time on or after November 1, 1981, by c…
Colo. Rev. Stat. § 7-62-1104 Rules for cases not provided for in this article - registration as limited liability limited partnership
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(1) For any limited partnership formed under this article on or after August 10, 2016, article 64 of this title governs to the extent applicable in any case not otherwise provided for in this article. (2) For any limited partnership formed under this article before August 10, 201…
Colo. Rev. Stat. § 7-62-1105 Short title
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This article shall be known and may be cited as the Colorado Uniform Limited Partnership Act of 1981. Source: L. 81: Entire article added, p. 452, � 1, effective November 1.
Colo. Rev. Stat. § 7-62-1201 Fees for filing documents and certificates - other charges. (Repealed)
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C.R.S. 7-62-1201Statutes current through Chapter 65 of the 2026 Regular Session, effective as of April 20, 2026. The text of this section is not final. It will not be final until compared to, and updated from, the text provided by the Colorado Office of Legislative Legal Services…
Colo. Rev. Stat. § 7-62-201 Certificates - contents - filing with secretary of state
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(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 limite…
Colo. Rev. Stat. § 7-62-202 Amendment to certificate
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(1) A limited partnership may amend its certificate of limited partnership by delivering a certificate of amendment to the secretary of state, for filing pursuant to part 3 of article 90 of this title, stating: (a) The domestic entity name of the limited partnership; and (b) (Del…
Colo. Rev. Stat. § 7-62-203 Statement of dissolution
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(1) Upon the dissolution of the partnership or at any time there are no limited partners, the partnership shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of dissolution stating: (a) The domestic entity name of the li…
Colo. Rev. Stat. § 7-62-204 Approval of certificates
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(1) Certificates and statements required by this article to be filed in the office of the secretary of state shall be approved in the following manner: (a) An original certificate of limited partnership shall be approved by all general partners; (b) A certificate of amendment sha…
Colo. Rev. Stat. § 7-62-205 Presumptions
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(1) (Deleted by amendment, L. 2003, p. 2244, � 130, effective July 1, 2004.) (2) (a) For the purposes of this subsection (2), the definitions in section 7-62-101 shall apply; except that: (I) General partner includes a partner who is identified or otherwise classified as a genera…
Colo. Rev. Stat. § 7-62-206 Filing in office of secretary of state. (Repealed)
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Source: L. 81: Entire article added, p. 439, � 1, effective November 1. L. 86: IP(1) and (2) amended, p. 451, � 11, effective July 1. L. 2002: Entire section repealed, p. 1861, � 163, effective July 1; entire section repealed, p. 1728, � 163, effective October 1.
Colo. Rev. Stat. § 7-62-207 Liability for false statement in certificate
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(1) If any certificate of limited partnership, certificate of amendment, or statement of dissolution containing a false statement is delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title, one who suffers loss by reliance on the statement ma…
Colo. Rev. Stat. § 7-62-208 Notice of existence of limited partnership
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The fact that a certificate of limited partnership is on file in the records of the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts stated therein that are required to be stated in a certificate of limited partnership by…
Colo. Rev. Stat. § 7-62-209 Delivery of certificates to limited partners - repeal. (Repealed)
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Source: L. 81: Entire article added, p. 439, � 1, effective November 1. L. 2002: Entire section amended, p. 1823, � 42, effective July 1; entire section amended, p. 1687, � 40, effective October 1. L. 2003: (2) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsec…
Colo. Rev. Stat. § 7-62-210 Merger and consolidation of limited partnerships - repeal. (Repealed)
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C.R.S. 7-62-210Statutes current through Chapter 65 of the 2026 Regular Session, effective as of April 20, 2026. The text of this section is not final. It will not be final until compared to, and updated from, the text provided by the Colorado Office of Legislative Legal Services …
Colo. Rev. Stat. § 7-62-301 Admission of limited partners
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(1) After the filing of a limited partnership's original certificate of limited partnership, a person may be admitted as an additional limited partner: (a) In the case of a person acquiring a partnership interest directly from the limited partnership, upon compliance with the par…
Colo. Rev. Stat. § 7-62-302 Voting
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Subject to the provisions of section 7-62-303, the partnership agreement may grant to all or a specified group of the limited partners the right to vote (on a per capita or other basis) upon any matter. Source: L. 81: Entire article added, p. 440, � 1, effective November 1.
Colo. Rev. Stat. § 7-62-303 Liability to third parties
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(1) (a) A limited partner is not liable for the obligations of a limited partnership incurred while it is not a limited liability limited partnership unless the limited partner is also a general partner or, in addition to the exercise of the limited partner's rights and powers as…
Colo. Rev. Stat. § 7-62-304 Person erroneously believing self to be a limited partner
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(1) Except as provided in subsection (2) of this section, a person who makes a contribution to a business enterprise and erroneously, but in good faith, believes that the person has become a limited partner in the enterprise is not a general partner in the enterprise and is not b…
Colo. Rev. Stat. § 7-62-305 Information and accounting
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(1) Each limited partner has the right to: (a) Inspect and copy partnership records, as provided by section 7-62-105; and (b) Obtain from the general partners from time to time, subject to such reasonable standards as may be stated in the partnership agreement or otherwise establ…
Colo. Rev. Stat. § 7-62-306 Time of admission
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A person acquiring a partnership interest is admitted as a limited partner upon the later to occur of the formation of the limited partnership and the time provided in the partnership agreement or, if no such time is provided, when the person's admission is reflected in the recor…
Colo. Rev. Stat. § 7-62-401 Admission of general partners
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(1) After the filing of a limited partnership's original certificate of limited partnership, additional general partners may be admitted as provided in writing in the partnership agreement or, if the partnership agreement does not so provide, with the written consent of all partn…
Colo. Rev. Stat. § 7-62-402 Events of withdrawal
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(1) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events: (a) The general partner withdraws from the limited partnership as provided in section 7-62-602; (b) The general partner ceases to be a member of the limited par…
Colo. Rev. Stat. § 7-62-403 General powers and liabilities
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(1) Except as provided in this article or in the partnership agreement, a general partner of a limited partnership has the rights and powers and is subject to the restrictions of a partner in a partnership without limited partners. (2) (a) Except as provided in this article: (I) …
Colo. Rev. Stat. § 7-62-404 Contributions by a general partner
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A general partner of a limited partnership may make contributions to the partnership and share in the profits and losses of, and in distributions from, the limited partnership as a general partner. A general partner also may make contributions to and share in profits, losses, and…
Colo. Rev. Stat. § 7-62-405 Voting
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The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners on any matter. Source: L. 81: Entire article added, p. 443, � 1, November 1.
Colo. Rev. Stat. § 7-62-501 Form of contribution
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The contribution of a partner may be in cash, property, or services rendered or a promissory note or other obligation to contribute cash or property or to perform services. Source: L. 81: Entire article added, p. 443, � 1, effective November 1.
Colo. Rev. Stat. § 7-62-502 Liability for contributions
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(1) Except as provided in the partnership agreement, a partner is obligated to the limited partnership to perform any enforceable promise to contribute cash or property or to perform services, even if the partner is unable to perform because of death, disability, or any other rea…
Colo. Rev. Stat. § 7-62-503 Sharing of profits and losses
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The profits and losses of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, profits and losses shall be allocated…
Colo. Rev. Stat. § 7-62-504 Sharing of distributions
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Distributions of cash or other assets of a limited partnership shall be allocated among the partners, and among classes of partners, in the manner provided in writing in the partnership agreement. If the partnership agreement does not so provide in writing, distributions shall be…
Colo. Rev. Stat. § 7-62-601 Interim distributions
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Except as provided in this part 6, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the …
Colo. Rev. Stat. § 7-62-602 Withdrawal of general partner
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A general partner may withdraw from a limited partnership at any time by giving written notice to the other partners, but if the withdrawal violates the partnership agreement, the limited partnership may recover from the withdrawing general partner damages for breach of the partn…
Colo. Rev. Stat. § 7-62-603 Withdrawal of limited partner
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A limited partner may only withdraw from a limited partnership at the time or upon the happening of events stated in writing in the partnership agreement. Source: L. 81: Entire article added, p. 444, � 1, effective November 1. L. 86: Entire section amended, p. 456, � 26, effectiv…
Colo. Rev. Stat. § 7-62-604 Distribution upon withdrawal
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Except as provided in this part 6, upon withdrawal, any withdrawing partner is entitled to receive any distribution to which the withdrawing partner is entitled under the partnership agreement, and, if not otherwise provided in the agreement, the withdrawing partner is entitled t…
Colo. Rev. Stat. § 7-62-605 Distribution in kind
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Except as provided in writing in the partnership agreement, a partner, regardless of the nature of the partner's contribution, has no right to demand and receive any distribution from a limited partnership in any form other than cash. Except as provided in writing in the partners…