Title 7, Corporations and Associations

0 chapters · 1,168 sections in this title.

1,168 sectionsFiltered byTitle 7

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.
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. § 7-60-145 Name of registered limited liability partnership. (Repealed)
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Source: L. 95: Entire section added, p. 783, � 11, effective May 24. L. 97: IP(1), (1)(a), and (3) amended, p. 1498, � 1, effective June 3. L. 2000: Entire section repealed, p. 990, � 109, effective July 1.
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. § 7-60-147 Liability of partner in limited liability partnership upon return of contribution. (Repealed)
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C.R.S. 7-60-147Statutes 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. § 7-60-148 Law governing foreign limited liability partnerships - repeal. (Repealed)
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C.R.S. 7-60-148Statutes 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. § 7-60-149 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. § 7-60-150 Filing of report - repeal. (Repealed)
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Source: L. 95: Entire section added, p. 785, � 11, effective May 24. 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 1, 2004. (See L. 2003, pp. 2356, 2357.)
Colo. Rev. Stat. § 7-60-151 Filing, service, and copying fees. (Repealed)
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Source: L. 95: Entire section added, p. 785, � 11, effective May 24. L. 98: (2) amended, p. 1321, � 16, effective June 1. L. 2002: Entire section repealed, p. 1861, � 163, effective July 1; entire section repealed, p. 1728, � 163, effective October 1. 7-60-152. Failure of limited…
Colo. Rev. Stat. § 7-60-152 Failure of limited liability partnerships to comply with part 5 of article 90 of this title. (Repealed)
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C.R.S. 7-60-152Statutes 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. § 7-60-152.5 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…
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…