C.R.S. § 7-61-101 Short title
7-61-101. Short title. 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.
Uniform Limited Partnership Law of 1931
C.R.S. tit. 7, art. 61
in effectC.R.S. § 7-61-102 Definitions
7-61-102. Definitions. 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 partners as such shall not be bound by the obligations of the partnership.
(2) "Member" means a general partner or a limited partner.
C.R.S. § 7-61-103 Formation
7-61-103. Formation. (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 residence of each member, general and limited partners being respectively designated;
(V) The duration for which the partnership is to exist;
(VI) The amount of cash and a description of and the agreed value of the other property contributed by each limited partner;
(VII) The additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made;
(VIII) The time, if agreed upon, when the contribution of each limited partner is to be returned;
(IX) The share of the profits or the other compensation by way of income that each limited partner shall receive by reason of the limited partner's contribution;
(X) The right, if given, of a limited partner to substitute an assignee as contributor in the place of the limited partner and the terms and conditions of the substitution;
(XI) The right, if given, of the partners to admit additional limited partners;
(XII) The right, if given, of one or more of the limited partners to priority over other limited partners as to contributions or as to compensation by way of income and the nature of such priority;
(XIII) The right, if given, of remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and
(XIV) The right, if given, of a limited partner to demand and receive property other than cash in return for the limited partner's contribution.
(b) File for record the certificate in the office of the county clerk and recorder.
(2) A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.
C.R.S. § 7-61-104 Business which may be carried on
7-61-104. Business which may be carried on. A limited partnership may carry on any business which a partnership without limited partners may carry on.
C.R.S. § 7-61-105 Limited partner's contribution
7-61-105. Limited partner's contribution. The contributions of a limited partner may be cash or other property but not services.
C.R.S. § 7-61-106 Name not to contain surname of limited partner - exceptions
7-61-106. Name not to contain surname of limited partner - exceptions. (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 surname appeared.
(2) A limited partner whose name appears in a partnership name contrary to the provisions of subsection (1) of this section is liable as a general partner to partnership creditors who extend credit to the partnership without actual knowledge that the limited partner is not a general partner.
C.R.S. § 7-61-107 Liability for false statement in certificate
7-61-107. Liability for false statement in certificate. (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 time before the statement was relied upon to enable such party to cancel or amend the certificate or to file a petition for its cancellation or amendment as provided in section 7-61-126 (3).
C.R.S. § 7-61-108 Limited partner not liable to creditors - when
7-61-108. Limited partner not liable to creditors - when. 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.
C.R.S. § 7-61-109 Admission of additional limited partners
7-61-109. Admission of additional limited partners. 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.
C.R.S. § 7-61-110 General partner - rights - liabilities
7-61-110. General partner - rights - liabilities. (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 partner or all of the general partners have no authority to:
(a) Do any act in contravention of the certificate;
(b) Do any act which would make it impossible to carry on the ordinary business of the partnership;
(c) Confess a judgment against the partnership;
(d) Possess partnership property or assign their rights in specific partnership property for other than a partnership purpose;
(e) Admit a person as a general partner;
(f) Admit a person as a limited partner, unless the right to do so is given in the certificate;
(g) Continue the business with partnership property on the death, retirement, or insanity of a general partner, unless the right to do so is given in the certificate.
(2) For a limited partnership that has made the election permitted by section 7-61-129, the article so elected shall be the governing law for purposes of subsection (1) of this section. For a limited partnership that has not made the election permitted by section 7-61-129, article 60 of this title shall be the governing law for purposes of subsection (1) of this section.
C.R.S. § 7-61-111 Rights of a limited partner
7-61-111. Rights of a limited partner. (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 affecting the partnership and a formal account of partnership affairs whenever circumstances render it just and reasonable; and
(c) Have dissolution and winding up by decree of court.
(2) A limited partner shall have the right to receive a share of the profits or other compensation by way of income and to the return of the limited partner's contribution as provided in sections 7-61-116 and 7-61-117.
C.R.S. § 7-61-112 Status of person erroneously believing self to be a limited partner
7-61-112. Status of person erroneously believing self to be a limited partner. 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 partner with the person or in the partnership carrying on the business or bound by the obligations of such person or partnership if, on ascertaining the mistake, the person promptly renounces the person's interest in the profits of the business or other compensation by way of income.
C.R.S. § 7-61-113 One person both general and limited partner
7-61-113. One person both general and limited partner. (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; except that, in respect to such person's contribution, the person shall have the rights against the other members that the person would have had if the person were not also a general partner.
C.R.S. § 7-61-114 Transactions with limited partner
7-61-114. Transactions with limited partner. (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 limited partner shall, in respect to any such claim:
(a) Receive or hold as collateral security any partnership property; or
(b) Receive from a general partner or the partnership any payment, conveyance, or release from liability, if at the time the assets of the partnership are not sufficient to discharge partnership liabilities to persons not claiming as general or limited partners.
(3) The receiving of collateral security or a payment, conveyance, or release in violation of the provisions of subsection (1) of this section is a fraud on the creditors of the partnership.
C.R.S. § 7-61-115 Relation of limited partners inter se
7-61-115. Relation of limited partners inter se. 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 agreement is made it shall be stated in the certificate, and, in the absence of such a statement, all the limited partners shall stand upon equal footing.
C.R.S. § 7-61-116 Compensation of limited partner
7-61-116. Compensation of limited partner. 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 in excess of all liabilities of the partnership except liabilities to limited partners on account of their contributions and to general partners.
C.R.S. § 7-61-117 Withdrawal or reduction of limited partner's contribution
7-61-117. Withdrawal or reduction of limited partner's contribution. (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 contributions, have been paid or there remains property of the partnership sufficient to pay them;
(b) The consent of all members is had, unless the return of the contribution may be rightfully demanded under the provisions of subsection (2) of this section; and
(c) The certificate is canceled or so amended as to state the withdrawal or reduction.
(2) Subject to the provisions of subsection (1) of this section, a limited partner may rightfully demand the return of the limited partner's contribution:
(a) On the dissolution of a partnership;
(b) When the date stated in the certificate for its return has arrived; or
(c) After the limited partner has given six months' notice in writing to all other members if no time is stated in the certificate either for the return of the contribution or for the dissolution of the partnership.
(3) In the absence of any statement in the certificate to the contrary or the consent of all members, a limited partner, irrespective of the nature of the limited partner's contribution, has only the right to demand and receive cash in return for such contribution.
(4) A limited partner may have the partnership dissolved and its affairs wound up when:
(a) The limited partner rightfully but unsuccessfully demands the return of the limited partner's contribution; or
(b) The other liabilities of the partnership have not been paid or the partnership property is insufficient for their payment as required by subsection (1)(a) of this section and the limited partner would otherwise be entitled to the return of the limited partner's contribution.
C.R.S. § 7-61-118 Liability of limited partner to partnership
7-61-118. Liability of limited partner to partnership. (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 certificate to make in the future, at the time and on the conditions stated in the certificate.
(2) A limited partner holds as trustee for the partnership:
(a) Specific property stated in the certificate as contributed by the limited partner but that was not contributed or that has been wrongfully returned; and
(b) Money or other property wrongfully paid or conveyed to the limited partner on account of the limited partner's contribution.
(3) The liabilities of a limited partner as set forth in this section can be waived or compromised only by the consent of all members; but a waiver or compromise shall not affect the right of a creditor of a partnership, who extended credit or whose claim arose after the filing and before a cancellation or amendment of the certificate, to enforce such liabilities.
(4) When a contributor has rightfully received the return in whole or in part of the capital of the contributor's contribution, the contributor is nevertheless liable to the partnership for any sum, not in excess of such return with interest, necessary to discharge its liabilities to all creditors who extended credit or whose claims arose before such return.
C.R.S. § 7-61-119 Nature of limited partner's interest
7-61-119. Nature of limited partner's interest. A limited partner's interest in the partnership is personal property.
C.R.S. § 7-61-120 Assignment of limited partner's interest
7-61-120. Assignment of limited partner's interest. (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 partner has no right to require any information or accounting of the partnership transactions or to inspect the partnership books. The assignee is only entitled to receive the share of the profits or other compensation by way of income or the return of the contribution to which the assignee's assignor would otherwise be entitled.
(4) An assignee shall have the right to become a substituted limited partner if all the members, except the assignor, consent thereto or if the assignor, being empowered by the certificate, gives the assignee that right.
(5) An assignee becomes a substituted limited partner when the certificate is appropriately amended in accordance with section 7-61-126.
(6) The substituted limited partner has all the rights and powers and is subject to all the restrictions and liabilities of the substituted limited partner's assignor, except those liabilities of which the substituted limited partner was ignorant at the time the substituted limited partner became a limited partner and that could not be ascertained from the certificate.
(7) The substitution of the assignee as a limited partner does not release the assignor from liability to the partnership under sections 7-61-108 and 7-61-118.
C.R.S. § 7-61-121 Effect of retirement, death, or insanity of a general partner
7-61-121. Effect of retirement, death, or insanity of a general partner. (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.
C.R.S. § 7-61-122 Death of limited partner
7-61-122. Death of limited partner. (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 deceased limited partner's assignee a substituted limited partner.
(2) The estate of a deceased limited partner shall be liable for all of the liabilities of the deceased limited partner as a limited partner.
C.R.S. § 7-61-123 Rights of creditors of limited partner
7-61-123. Rights of creditors of limited partner. (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, directions, and inquiries which the circumstances of the case may require.
(2) The interest may be redeemed with the separate property of any general partner but may not be redeemed with partnership property.
(3) The remedies conferred by subsection (1) of this section shall not be deemed exclusive of others which may exist.
(4) Nothing in this article shall be held to deprive a limited partner of the limited partner's statutory exemption.
C.R.S. § 7-61-124 Distribution of assets
7-61-124. Distribution of assets. (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 general partners;
(b) Those to limited partners in respect to their share of the profits and other compensation by way of income on their contributions;
(c) Those to limited partners in respect to the capital of their contributions;
(d) Those to general partners other than for capital and profits;
(e) Those to general partners in respect to profits;
(f) Those to general partners in respect to capital.
(2) Subject to any statement in the certificate or to subsequent agreement, limited partners share in the partnership assets in respect to their claims for capital and in respect to their claims for profits or for compensation by way of income on their contributions respectively, in proportion to the respective amounts of such claims.
C.R.S. § 7-61-125 When certificate shall be canceled or amended
7-61-125. When certificate shall be canceled or amended. (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;
(b) A person is substituted as a limited partner;
(c) An additional limited partner is admitted;
(d) A person is admitted as a general partner;
(e) A general partner retires, dies, or is unable to function as a general partner as a result of a mental health disorder and the business is continued under section 7-61-121;
(f) There is a change in the character of the business of the partnership;
(g) There is a false or erroneous statement in the certificate;
(h) There is a change in the time as stated in the certificate for the dissolution of the partnership or for the return of a contribution;
(i) A time is fixed for the dissolution of the partnership or the return of a contribution, no time having been stated in the certificate; or
(j) The members desire to make a change in any other statement in the certificate in order that it shall accurately represent the agreement between them.
C.R.S. § 7-61-126 Requirements for amendment and for cancellation of certificate
7-61-126. Requirements for amendment and for cancellation of certificate. (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 adding a limited or general partner shall be signed also by the member to be substituted or added, and when a limited partner is to be substituted, the amendment shall also be signed by the assigning limited partner.
(2) The writing to cancel a certificate shall be signed by all members.
(3) If any person designated in subsections (1) and (2) of this section as a person who must execute the writing to cancel a certificate refuses to do so, a person desiring the cancellation or amendment of such certificate may petition the district court to direct a cancellation or amendment thereof.
(4) If the court finds that the petitioner has a right to have the writing executed by a person who refuses to do so, it shall order the county clerk and recorder in the office in which the certificate is recorded to record the cancellation or amendment of the certificate; and where the certificate is to be amended, the court shall also cause to be filed for record in said office a certified copy of its decree stating the amendment.
(5) A certificate is amended or canceled when there is filed for record in the office of the county clerk and recorder in which the certificate is recorded:
(a) A writing in accordance with the provisions of subsections (1) and (2) of this section; or
(b) A certified copy of the order of court in accordance with the provisions of subsection (4) of this section.
(6) After the certificate is duly amended in accordance with this section, the amended certificate thereafter shall be for all purposes the certificate provided for by this article.
C.R.S. § 7-61-127 Parties to actions
7-61-127. Parties to actions. 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.
C.R.S. § 7-61-128 Rules of construction
7-61-128. Rules of construction. (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) This article shall not be so construed as to impair the obligations of any contract existing on April 11, 1931, nor to affect any action on proceedings begun or right accrued before said date.
C.R.S. § 7-61-129 Law governing cases not covered
7-61-129. Law governing cases not covered. (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 county clerk and recorder in which its certificate of limited partnership is filed of record an amendment which includes a declaration that it elects to be governed by such article. If the election is made, the amendment shall be signed by all general partners, notwithstanding section 7-61-126 (1)(b).
(b) A limited partnership that has made the election in paragraph (a) of this subsection (1) shall be governed by article 64 of this title.
(c) A limited partnership that has not made the election in paragraph (a) of this subsection (1) shall be governed by article 60 of this title.
C.R.S. § 7-61-129.5 Applicability
7-61-129.5. Applicability. 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.
C.R.S. § 7-61-130 Provisions for existing limited partnerships
7-61-130. Provisions for existing limited partnerships. (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 limited partner and the time when the contribution was made; and
(b) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.
(2) A limited partnership formed under any statute of this state prior to April 11, 1931, unless it becomes a limited partnership under this article, shall continue to be governed by the provisions of prior existing law, except that such partnership shall not be renewed unless so provided in the original agreement.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-07.docxFetched: 10/6/2026