Title 7, Corporations and Associations

0 chapters · 1,168 sections in this title.

1,168 sectionsFiltered byTitle 7

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…
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.