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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

59 sections·Filtered byTitle 7✕Ch 64✕

Colo. Rev. Stat. § 7-64-1001 Definitions
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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. Source: L. 97: Entire article added, p. 900, § 1, effective January 1, 1998.
Colo. Rev. Stat. § 7-64-1002 Registration
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(1) A domestic partnership governed by this article may register as a limited liability partnership, and a domestic limited partnership that has made the election provided for in section 7-61-129 or section 7-62-1104 may register as a limited liability limited partnership, by del…
Colo. Rev. Stat. § 7-64-1004 Limitations on distributions to general partner
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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 lim…
Colo. Rev. Stat. § 7-64-1007 Periodic reports
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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 l…

Colo. Rev. Stat. § 7-64-1008.5 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 domestic limited liability partnerships and domestic limited liability limited partnerships and to foreign limited liability partnerships and foreign limited liability limit…

Colo. Rev. Stat. § 7-64-1009 Application of corporation case law to set aside limited liability

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(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…

Colo. Rev. Stat. § 7-64-101 Definitions

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As used in this article, unless the context otherwise requires: (1) (Deleted by amendment, L. 2003, p. 2249, § 149, effective July 1, 2004.) (2) "Business" includes every trade, occupation, and profession. (3) "Debtor in bankruptcy" means a person who is the subject of: (a) An or…

Colo. Rev. Stat. § 7-64-1010 Scope of part - choice of law - application to professions and occupations

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(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 …

Colo. Rev. Stat. § 7-64-102 Knowledge and notice

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(1) A person knows or has knowledge of a fact if the person has conscious awareness of the fact. (2) A person has notice of a fact: (a) If the person knows of the fact; (b) If the person has received a notification of the fact; (c) If the person has reason to know the fact exists…

Colo. Rev. Stat. § 7-64-103 Effect of partnership agreement - nonwaivable provisions - statute of frauds

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(1) To the extent the partnership agreement does not otherwise provide, this article governs relations among the partners and between the partners and the partnership. (2) The partnership agreement may not: (a) Vary the rights and duties under section 7-64-105, except to eliminat…

Colo. Rev. Stat. § 7-64-104 Supplemental principles of law

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(1) Unless displaced by particular provisions of this article, the principles of law and equity supplement this article. (2) If an obligation to pay interest arises under this article and the rate is not specified, the rate is that specified in section 5-12-102, C.R.S. Source: L.…

Colo. Rev. Stat. § 7-64-105 Filing and recording of statements

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(1) A statement may be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. A certified copy of a statement that is filed in an office in another jurisdiction may be delivered to the secretary of state for filing pursuant to part 3 of art…

Colo. Rev. Stat. § 7-64-106 Law governing internal relations

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(1) Except as provided in subsection (3) of this section, the law of the jurisdiction under which a partnership is formed governs relations among the partners and between the partners and the partnership. (2) A partnership is presumed to have been formed in the jurisdiction in wh…

Colo. Rev. Stat. § 7-64-107 Partnership subject to amendment or repeal of article

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A partnership governed by this article is subject to any amendment to or repeal of this article. Source: L. 97: Entire article added, p. 872, § 1, effective January 1, 1998.

Colo. Rev. Stat. § 7-64-1101 Filing requirements

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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. Source: L. 2003: Entire part R&RE, p. 2258, § 167, effective July 1, 2004.

Colo. Rev. Stat. § 7-64-1201 Uniformity of application and construction

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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. Source: L. 97: Entire article added, p. 914, § 1, effective January 1, 1998.

Colo. Rev. Stat. § 7-64-1202 Title

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This article may be cited as the "Colorado Uniform Partnership Act (1997)". Source: L. 97: Entire article added, p. 914, § 1, effective January 1, 1998.

Colo. Rev. Stat. § 7-64-1203 Severability clause

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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 provision…

Colo. Rev. Stat. § 7-64-1204 Effective date

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This article takes effect January 1, 1998. Source: L. 97: Entire article added, p. 915, § 1, effective January 1, 1998.

Colo. Rev. Stat. § 7-64-1205 Applicability

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(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…

Colo. Rev. Stat. § 7-64-1206 Saving clause

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This article does not affect an action or proceeding commenced or right accrued before this article takes effect. Source: L. 97: Entire article added, p. 915, § 1, effective January 1, 1998. TRADEMARKS AND BUSINESS NAMES

Colo. Rev. Stat. § 7-64-201 Partnership as entity

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A partnership is an entity distinct from its partners. Source: L. 97: Entire article added, p. 872, § 1, effective January 1, 1998.

Colo. Rev. Stat. § 7-64-202 Formation of partnership

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(1) Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. A limited liability partnership is for all purpo…

Colo. Rev. Stat. § 7-64-203 Partnership property

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Property acquired by a partnership is property of the partnership and not of the partners individually. Source: L. 97: Entire article added, p. 874, § 1, effective January 1, 1998.

Colo. Rev. Stat. § 7-64-204 When property is partnership property

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(1) Property is partnership property if acquired in the name of: (a) The partnership; or (b) One or more partners with an indication in the instrument transferring title to the property of the person's capacity as a partner or of the existence of a partnership but without an indi…

Colo. Rev. Stat. § 7-64-205 Admission without contribution or transferrable interest

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A person may be admitted as a partner to a partnership either upon formation of the partnership or thereafter without making a contribution or being obligated to make a contribution to the partnership, and a person may be admitted as a partner to a partnership either upon formati…

Colo. Rev. Stat. § 7-64-301 Partner agent of partnership

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(1) Subject to the effect of a statement of partnership authority under section 7-64-303: (a) Each partner is an agent of the partnership for the purposes of its business. An act of a partner, including the execution of an instrument in the partnership name, for apparently carryi…

Colo. Rev. Stat. § 7-64-302 Transfer of partnership property

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(1) Partnership property may be transferred as follows: (a) Subject to the effect of a statement of partnership authority under section 7-64-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the …

Colo. Rev. Stat. § 7-64-303 Statement of partnership authority

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(1) A partnership may deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of partnership authority, which statement shall include: (a) The true name of the partnership; (b) The principal office address of its principal office,…

Colo. Rev. Stat. § 7-64-304 Statement of denial

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A partner or other person named as a partner in a filed statement of partnership authority may deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of denial stating the true name of the partnership and the fact that is being d…

Colo. Rev. Stat. § 7-64-305 Partnership liable for partner's actionable conduct

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(1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership. (2…

Colo. Rev. Stat. § 7-64-306 Partner's liability

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(1) Except as otherwise provided in this section, all partners are liable jointly and severally for all partnership obligations unless otherwise agreed by the claimant or provided by law. (2) A person admitted as a partner into an existing partnership is not personally liable for…

Colo. Rev. Stat. § 7-64-307 Actions by and against partnership and partners

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(1) A partnership may sue and be sued in the name of the partnership. (2) An action may be brought against the partnership and any or all of the partners in the same action or in separate actions. (3) A judgment against a partnership is not by itself a judgment against a partner.…

Colo. Rev. Stat. § 7-64-308 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, rel…

Colo. Rev. Stat. § 7-64-401 Partner's rights and duties

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(1) Each partner is deemed to have an account that is: (a) Credited with an amount equal to the money plus the value of any other property, net of the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and (b)…

Colo. Rev. Stat. § 7-64-402 Distributions in kind

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A partner has no right to receive, and may not be required to accept, a distribution in kind. Source: L. 97: Entire article added, p. 881, § 1, effective January 1, 1998.

Colo. Rev. Stat. § 7-64-403 Partner's rights and duties with respect to information

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(1) A partnership shall keep its books and records, if any, at its chief executive office. (2) A partnership shall provide partners and their agents and attorneys access to its books and records. It shall provide former partners and their agents and attorneys access to books and …

Colo. Rev. Stat. § 7-64-404 General standards of partner's conduct

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(1) The duties a partner owes to the partnership and the other partners, in addition to those established elsewhere in this article, include the duties to: (a) Account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the con…

Colo. Rev. Stat. § 7-64-405 Actions by partnership and partners

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(1) A partnership may maintain an action against a partner for a breach of the partnership agreement, or for the violation of a duty to the partnership, causing harm to the partnership. (2) A partner may maintain an action against the partnership or another partner for legal or e…

Colo. Rev. Stat. § 7-64-406 Continuation of partnership beyond definite term or particular undertaking

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(1) If a partnership for a definite term or particular undertaking is continued, without an express agreement, after the expiration of the term or completion of the undertaking, the rights and duties of the partners remain the same as they were at the expiration or completion, so…

Colo. Rev. Stat. § 7-64-501 Partner not co-owner of partnership property

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A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily. Source: L. 97: Entire article added, p. 883, § 1, effective January 1, 1998.

Colo. Rev. Stat. § 7-64-502 Partner's transferable interest in partnership

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A partner's transferable interest is personal property. Only a partner's transferable interest may be transferred. Source: L. 97: Entire article added, p. 883, § 1, effective January 1, 1998.

Colo. Rev. Stat. § 7-64-503 Transfer of partner's transferable interest

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(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 partic…

Colo. Rev. Stat. § 7-64-504 Partner's transferable interest subject to charging order

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(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 becom…

Colo. Rev. Stat. § 7-64-601 Events causing partner's dissociation

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(1) A partner is dissociated from a partnership upon the occurrence of any of the following events: (a) The partnership's having notice of the 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 l…

Colo. Rev. Stat. § 7-64-602 Partner's power to dissociate - wrongful dissociation

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(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 …

Colo. Rev. Stat. § 7-64-603 Effect of partner's dissociation

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(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 …

Colo. Rev. Stat. § 7-64-701 Purchase of dissociated partner's interest

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(1) If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 7-64-801, the partnership shall cause the dissociated partner's interest in the partnership to be purchased for a buyout price determined…

Colo. Rev. Stat. § 7-64-702 Dissociated partner's power to bind and liability to partnership

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(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 …

Colo. Rev. Stat. § 7-64-703 Dissociated partner's liability to other persons

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(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…