Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-62-303 Liability to third parties
3.5K chars
(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
1.5K chars
(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
1.1K chars
(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
0.4K chars
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
2.6K chars
(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
3.3K chars
(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
1.8K chars
(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
0.8K chars
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
0.3K chars
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
0.2K chars
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
1.4K chars
(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
0.6K chars
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
0.6K chars
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
0.6K chars
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
0.7K chars
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
0.4K chars
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
0.7K chars
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
0.8K chars
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…
Colo. Rev. Stat. § 7-62-606 Right to distribution
0.4K chars
At the time a partner becomes entitled to receive a distribution, the partner has the status of and is entitled to all remedies available to a creditor of the limited partnership with respect to the distribution. Source: L. 81: Entire article added, p. 445, � 1, effective Novembe…
Colo. Rev. Stat. § 7-62-607 Limitations on distribution
0.5K chars
A partner may not receive a distribution from a limited partnership to the extent that, after giving effect to the distribution, all liabilities of the limited partnership, other than liabilities to partners on account of their partnership interests, exceed the fair value of the …
Colo. Rev. Stat. § 7-62-608 Liability upon return of contribution
1.6K chars
(1) If a partner has received the return of any part of the partner's contribution without violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of one year thereafter for the amount of the returned contribution, but…
Colo. Rev. Stat. § 7-62-701 Nature of partnership interest
0.1K chars
A partnership interest is personal property. Source: L. 81: Entire article added, p. 445, � 1, effective November 1.
Colo. Rev. Stat. § 7-62-702 Assignment of partnership interest
0.7K chars
Except as provided in the partnership agreement, a partnership interest is assignable in whole or in part. An assignment of a partnership interest does not dissolve a limited partnership or entitle the assignee to become or to exercise any rights of a partner. An assignment entit…
Colo. Rev. Stat. § 7-62-703 Rights of creditor
0.6K chars
On application to a court of competent jurisdiction by any judgment creditor of a partner, the court may charge the partnership interest of the partner with payment of the unsatisfied amount of the judgment with interest. To the extent so charged, the judgment creditor has only t…
Colo. Rev. Stat. § 7-62-704 Right of assignee to become limited partner
2.1K chars
(1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in writing in the partnership agreement or all other par…
Colo. Rev. Stat. § 7-62-705 Deceased or incompetent individual partners - dissolved or terminated corporate partners
0.6K chars
(1) If a partner who is an individual dies or a court of competent jurisdiction appoints a guardian or general conservator for the partner, the partner’s executor, administrator, guardian, conservator, or other legal representative may exercise all of the partner’s rights for the…
Colo. Rev. Stat. § 7-62-801 Dissolution - general rules
0.8K chars
(1) A limited partnership is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following: (a) At the time or upon the happening of events stated in writing in the partnership agreement; (b) Written consent of all partners; (c) Except as o…
Colo. Rev. Stat. § 7-62-802 Judicial dissolution
0.7K chars
On application by or for a partner, the district court for the county in this state in which the street address of the partnership's principal office is located, or, if the partnership has no principal office in this state, the district court for the county in which the street ad…
Colo. Rev. Stat. § 7-62-803 Winding up
1.0K chars
Except as provided in the partnership agreement, the general partners who have not wrongfully dissolved a limited partnership or, if none, the limited partners may wind up the limited partnership's affairs; except that, upon cause shown, the district court for the county in this …
Colo. Rev. Stat. § 7-62-804 Distribution of assets
0.8K chars
(1) Upon the winding up of a limited partnership, the assets shall be distributed as follows: (a) To creditors, including partners who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited partnership other than liabilities for dis…
Colo. Rev. Stat. § 7-62-805 Domestic entity names - dissolution - repeal. (Repealed)
0.3K chars
Source: L. 2000: Entire section added, p. 953, � 22, effective July 1. L. 2003: (3) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsection (3) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
Colo. Rev. Stat. § 7-62-901 Law governing foreign limited partnership or foreign limited liability limited partnership. (Repealed)
0.5K chars
C.R.S. 7-62-901Statutes 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. § 7-62-902 Authority to transact business or conduct activities required
0.3K chars
Part 8 of article 90 of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign limited partnerships and foreign limited liability limited partnerships. Source: L. 2003: Entire part R&RE, p. 2247, � 144, effective…
Colo. Rev. Stat. § 7-62-903 Registered agent - service of process
0.3K chars
Part 7 of article 90 of this title, providing for registered agents and service of process, applies to foreign limited partnerships. Source: L. 2003: Entire part R&RE, p. 2247, � 144, effective July 1, 2004. L. 2004: Entire section amended, p. 1446, � 147, effective July 1.
Colo. Rev. Stat. § 7-63-101 Short title
0.2K chars
This article shall be known and may be cited as the Colorado Limited Partnership Association Act. Source: L. 95: Entire article added, p. 790, � 18, effective May 24.
Colo. Rev. Stat. § 7-63-102 Definitions
0.4K chars
As used in this article, unless the context otherwise requires: (1) Articles of association and bylaws include amendments and restatements of the same. (2) Limited partnership association or association means an unincorporated business association formed under this article. Sourc…
Colo. Rev. Stat. § 7-63-103 Nature of business
0.3K chars
A limited partnership association may be formed under this article for any lawful activity, including ownership of real or personal property, subject to any provisions of law governing or regulating such activity within this state. Source: L. 95: Entire article added, p. 790, � 1…
Colo. Rev. Stat. § 7-63-104 Formation of association
0.6K chars
Any two or more persons may form a limited partnership association by subscribing to the capital of the association and by approving and delivering articles of association to the secretary of state for filing pursuant to part 3 of article 90 of this title. The association shall b…
Colo. Rev. Stat. § 7-63-105 Articles
2.0K chars
(1) The articles of association shall state: (a) The domestic entity name of the association, which domestic entity name shall comply with part 6 of article 90 of this title; (b) A statement that the association is formed under this article; (c) If management is vested in the mem…
Colo. Rev. Stat. § 7-63-106 Names. (Repealed)
0.1K chars
Source: L. 95: Entire article added, p. 791, � 18, effective May 24. L. 2000: Entire section repealed, p. 990, � 109, effective July 1.
Colo. Rev. Stat. § 7-63-107 Limited liability
0.4K chars
The managers, officers, and members, including their transferees and other successors, of an association shall not be liable under any judgment, decree, or order of any court, or in any other manner, for a debt, obligation, or other liability of the association. This section is a…
Colo. Rev. Stat. § 7-63-108 Reference to corporation law
4.0K chars
(1) In a case in which a party seeks to hold the members of an association personally responsible for the alleged improper actions of the association, the court shall apply the case law that interprets the conditions and circumstances under which the corporate veil of a corporati…
Colo. Rev. Stat. § 7-63-109 Bylaws
2.8K chars
(1) The initial bylaws shall be adopted by all of the members either before or after its articles of association are filed. (2) The bylaws may be amended at any time, either before or after the articles of association are filed, by all of the members. (3) Except as otherwise prov…
Colo. Rev. Stat. § 7-63-110 Management - officers, managers, and members
3.7K chars
(1) Subsection (2) of this section shall apply to an association unless its articles of association have vested management in the members or one or more classes of members. (2) There shall be at least one meeting of the members in each year. At least two managers shall be elected…
Colo. Rev. Stat. § 7-63-111 Dealings on behalf of association
5.4K chars
(1) As used in this section, property includes property wherever located, tangible personal property, intangible personal property, including interests in the association or any other entity, and real property and any legal or equitable interest in property. (2) Subject to subsec…
Colo. Rev. Stat. § 7-63-112 Capital contributions
0.4K chars
(1) The persons forming an association shall make contribution to its capital in cash or in other property. (2) The valuation of property contributed as contemplated in subsection (1) of this section must be approved by all of the initial members. This subsection (2) is a default…
Colo. Rev. Stat. § 7-63-113 Dividends
2.4K chars
(1) As used in this section, the term dividend includes all distributions by an association to its members in respect of their interests in the association as members. (2) An association may pay dividends from time to time to its members in cash or other property as its managers …
Colo. Rev. Stat. § 7-63-114 Membership participation - interests
2.3K chars
(1) Any person, except an individual under the age of eighteen years or a person prohibited from so acting, may participate in the formation or become a member or manager of an association; except that a custodian, conservator, guardian, or other fiduciary may participate in the …
Colo. Rev. Stat. § 7-63-115 Information and accounting
0.9K chars
(1) Each member has the right to: (a) Inspect and copy the books and records of account, the records of the contributions and holdings of the members and their transferees and other successors, the bylaws, and the minutes of the members and of the managers; (b) Obtain from the ma…
Colo. Rev. Stat. § 7-63-116 Dissolution and termination
2.9K chars
(1) An association shall have indefinite duration and shall continue until terminated as provided in this section. An association shall continue even though it has only one member or only one person owning all of the interests in the association. An association may be dissolved b…