Colorado Uniform Limited Partnership Act of 1981

C.R.S. tit. 7, art. 62
in effect

C.R.S. § 7-62-101 Definitions

7-62-101. Definitions. 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 other binding obligation to contribute cash or property or to perform services that a partner contributes to a limited partnership in the partner's capacity as a partner. (3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 7-62-402. (3.5) and (4) (Deleted by amendment, L. 2003, p. 2241, § 123, effective July 1, 2004.) (5) "General partner" means a person: (a) Who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement or this article, including a person who is admitted as a general partner without making or being obligated to make a contribution or without acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission; and (b) Who is named in the certificate of limited partnership as a general partner. (5.5) "Limited liability partnership" means a limited liability partnership as defined in section 7-60-102 (4.7) or section 7-64-101 (13). (6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement or this article, including a person who is admitted as a limited partner without making or being obligated to make a contribution or without acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission, as provided in sections 7-62-301 and 7-62-306 or, in the case of a foreign limited partnership, in accordance with the law of the foreign jurisdiction under which the limited partnership is formed. (7) "Limited partnership" or "domestic limited partnership" means an entity formed under this article by two or more persons and having one or more general partners and one or more limited partners. A limited liability limited partnership is for all purposes a limited partnership. At formation, a limited partnership shall have at least one partner who has a partnership interest. (8) "Partner" means a limited or general partner. (9) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business. (10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets. (11) (Deleted by amendment, L. 2003, p. 2241, § 123, effective July 1, 2004.) (12) "Limited liability limited partnership" means a domestic limited partnership that has registered under section 7-60-144 or 7-64-1002.

C.R.S. § 7-62-102 Name of limited partnership

7-62-102. Name of limited partnership. (Repealed)

C.R.S. § 7-62-104 Registered office - registered agent - repeal

7-62-104. Registered office - registered agent - repeal. (Repealed)

C.R.S. § 7-62-104.5 Registered agent - service of process

7-62-104.5. Registered agent - service of process. Part 7 of article 90 of this title, providing for registered agents and service of process, applies to limited partnerships.

C.R.S. § 7-62-105 Records

7-62-105. Records. (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 agent, the following: (a) A current list of the full name and last-known business, residence, or mailing address of each partner, stating separately the general partners and the limited partners, stated in alphabetical order; (b) A copy of the certificate of limited partnership and all certificates of amendment thereto, together with executed copies of any powers of attorney pursuant to which any certificate has been executed or delivered to the secretary of state for filing; (c) Copies of the limited partnership's federal, state, and local income tax returns and reports, if any, for the three most recent years; (d) Copies of any currently effective written partnership agreements, copies of any writings permitted or required under section 7-62-502 (2) and (3), and copies of any financial statements of the limited partnership for the three most recent years; and (e) Unless contained in a written partnership agreement or in a writing permitted or required under section 7-62-502 (2) and (3), a statement prepared and certified as accurate by the general partners which describes: (I) The amount of cash and a description and statement of the agreed value of the other property or services contributed by each partner and which each partner has agreed to contribute in the future; (II) The times at which or events on the happening of which any additional contributions agreed to be made by each partner are to be made; (III) If agreed upon, the time at which or the events on the happening of which a partner may terminate the partner's membership in the limited partnership and the amount of, or the method of determining, the distribution to which the partner may be entitled respecting the partner's partnership interest and the terms and conditions of the termination and distribution; (IV) Any right of a partner to receive, or of a general partner to make, distributions to a partner which include a return of all or any part of the partner's contribution. (2) Such records are subject to inspection and copying at the reasonable request, and at the expense, of any partner during ordinary business hours.

C.R.S. § 7-62-106 Nature of business

7-62-106. Nature of business. A limited partnership may carry on any business that a partnership without limited partners may carry on except as prohibited by law.

C.R.S. § 7-62-107 Business transactions of partner with the partnership

7-62-107. Business transactions of partner with the partnership. 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 partner.

C.R.S. § 7-62-108 Service of process on limited partnership - repeal

7-62-108. Service of process on limited partnership - repeal. (Repealed)

C.R.S. § 7-62-109 Conversion of limited partnership into other entities - repeal

7-62-109. Conversion of limited partnership into other entities - repeal. (Repealed)

C.R.S. § 7-62-110 Statute of frauds - applicability

7-62-110. Statute of frauds - applicability. 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.

C.R.S. § 7-62-201 Certificates - contents - filing with secretary of state

7-62-201. Certificates - contents - filing with secretary of state. (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 limited partnership, which domestic entity name shall comply with part 6 of article 90 of this title; (b) The registered agent name and registered agent address of the limited partnership's initial registered agent; (c) The true name and mailing address of each general partner; (c.5) The principal office address of the limited partnership's initial principal office; (d) That there are at least two partners in the partnership, at least one of whom is a limited partner; and (e) Any other matters relating to the limited partnership or the certificate the general partners determine to include therein. (2) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state, or at any later time not more than ninety days after the date of the filing of the certificate, stated in the certificate of limited partnership, if, in either case, there has been substantial compliance with the requirements of this section.

C.R.S. § 7-62-202 Amendment to certificate

7-62-202. Amendment to certificate. (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) (Deleted by amendment, L. 2004, p. 1440, § 126, effective July 1, 2004.) (c) The amendment to the certificate. (2) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed: (a) The admission of a new general partner; or (b) The withdrawal of a general partner. (3) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, including but not limited to a change in the registered agent name or registered agent address of the registered agent, shall promptly amend the certificate. (4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine. (5) No person has any liability because an amendment to a certificate of limited partnership has not been filed in the records of the secretary of state to reflect the occurrence of any event referred to in subsection (2) or (3) of this section if the amendment is filed within the time periods specified.

C.R.S. § 7-62-203 Statement of dissolution

7-62-203. Statement of dissolution. (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 limited partnership; (b) (Deleted by amendment, L. 2003, p. 2243, § 128, effective July 1, 2004.) (b.5) The principal office address of the limited partnership's principal office; and (c) That the partnership is dissolved. (d) and (e) (Deleted by amendment, L. 2004, p. 1441, § 127, effective July 1, 2004.) (2) The statement of dissolution shall not affect the limited liability of the partners during the period of winding up and termination of the partnership.

C.R.S. § 7-62-204 Approval of certificates

7-62-204. Approval of certificates. (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 shall be approved by at least one general partner and by each other general partner designated in the certificate as a new general partner; and (c) A statement of dissolution shall be approved by all general partners or, if there are no general partners as a result of the application of section 7-62-402, by any person authorized under the partnership agreement or, if the partnership agreement does not so provide, by a person designated by a majority of the limited partners. (2) Any person may approve a certificate or statement by an attorney-in-fact. (3) (Deleted by amendment, L. 2002, p. 1821, § 39, effective July 1, 2002; p. 1686, § 37, effective October 1, 2002.)

C.R.S. § 7-62-205 Presumptions

7-62-205. Presumptions. (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 general partner by or in accordance with the agreement of the partners, notwithstanding any delay or failure to file an original certificate of limited partnership naming the general partner as such. (II) "Limited partner" includes a partner who is identified or otherwise classified as a limited partner by or in accordance with the agreement of the partners, notwithstanding any delay or failure to file an original certificate of limited partnership. (III) "Limited partnership" includes a partnership before the filing of the original certificate of limited partnership with the secretary of state and in which there is at least one general partner and one limited partner. (IV) "Partner" includes a person who enters into the agreement contemplated in paragraph (b) of this subsection (2) as a co-owner with the rights of a general partner or a limited partner or who acquires an interest in a limited partnership as a co-owner with such rights. (b) The presumptions set forth in this subsection (2) shall apply to each limited partnership whose partners enter into an agreement on or after October 31, 1981, to form such limited partnership, and to which a contribution is made by or on behalf of one or more of such partners before the filing of an original certificate of limited partnership for such partnership. (c) It shall be presumed that the partners of such limited partnership shall have agreed that: (I) The relationship of the partners with respect to any contributions made to the partnership and relations among the partners and between the partners and the partnership shall be the same as if a certificate of limited partnership had been filed pursuant to section 7-62-201 at the time the partners entered into the agreement contemplated in paragraph (b) of this subsection (2); and (II) The general partners of such limited partnership shall approve such certificate and that the same shall be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. (III) (Deleted by amendment, L. 2003, p. 2244, § 130, effective July 1, 2004.) (c.5) The failure or refusal of the general partners to approve such certificate or to deliver such certificate to the secretary of state, for filing pursuant to part 3 of article 90 of this title, shall entitle any partner to obtain a court order pursuant to section 7-90-313 approving an appropriate certificate and ordering the secretary of state to file the approved certificate. (d) The presumptions set forth in this subsection (2) shall apply to such a limited partnership, notwithstanding any one or more provisions of any agreement of the partners of such limited partnership that: (I) The term of such partnership shall commence upon the filing of such certificate; (II) An agreement sets forth the entire understanding of the parties; or (III) The agreement of the parties shall be in writing. (e) The presumption set forth in subparagraph (II) of paragraph (c) of this subsection (2) shall not apply in an action for damages against a general partner by the other partners based on any delay or failure in the filing of a certificate of limited partnership.

C.R.S. § 7-62-206 Filing in office of secretary of state

7-62-206. Filing in office of secretary of state. (Repealed)

C.R.S. § 7-62-207 Liability for false statement in certificate

7-62-207. Liability for false statement in certificate. (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 may recover damages for the loss from: (a) Any general partner who knew or should have known the certificate of limited partnership, certificate of amendment, or statement of dissolution to be false at the time the same was approved; and (b) Any general partner who thereafter knows or should have known that any statement in the certificate of limited partnership, certificate of amendment, or statement of dissolution has changed, making the same inaccurate in any respect within a sufficient time before the certificate of limited partnership, certificate of amendment, or statement of dissolution was relied upon reasonably to have enabled that general partner to correct the inaccuracy or to file a petition for its correction under section 7-90-313.

C.R.S. § 7-62-208 Notice of existence of limited partnership

7-62-208. Notice of existence of limited partnership. 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 section 7-62-201 (1).

C.R.S. § 7-62-209 Delivery of certificates to limited partners - repeal

7-62-209. Delivery of certificates to limited partners - repeal. (Repealed)

C.R.S. § 7-62-210 Merger and consolidation of limited partnerships - repeal

7-62-210. Merger and consolidation of limited partnerships - repeal. (Repealed)

C.R.S. § 7-62-301 Admission of limited partners

7-62-301. Admission of limited partners. (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 partnership agreement or, if the partnership agreement does not so provide, upon the written consent of all partners; (b) In the case of an assignee of a partnership interest of a partner who has the power, as provided in section 7-62-704, to grant the assignee the right to become a limited partner, upon the exercise of that power and compliance with any conditions limiting the grant or exercise of the power; and (c) Either upon formation of the limited partnership or thereafter without making a contribution or being obligated to make a contribution to the limited partnership or acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission. (2) A person becomes a limited partner on the later of: (a) The date the original certificate of limited partnership is filed in the records of the secretary of state; and (b) The date reflected in the records of the limited partnership as the date that person becomes a limited partner.

C.R.S. § 7-62-302 Voting

7-62-302. Voting. 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.

C.R.S. § 7-62-303 Liability to third parties

7-62-303. Liability to third parties. (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 a limited partner, the limited partner participates in the control of the business. However, if the limited partner participates in the control of the business at the time such liability is incurred, the limited partner is liable only to persons who transact business or conduct activities with the limited partnership reasonably believing, notwithstanding the fact that the limited partner is not designated as a general partner in the certificate of limited partnership, based upon the limited partner's conduct, that the limited partner is a general partner at the time such liability is incurred. (b) A limited partner of a limited liability limited partnership is not liable for the obligations of the partnership incurred while it is a limited liability limited partnership. (2) A limited partner does not participate in the control of the business within the meaning of subsection (1) of this section solely by doing one or more of the following: (a) Being a contractor for or an agent or employee of the limited partnership or of a general partner; (b) Being an officer, director, or shareholder of a corporate general partner; (c) Consulting with and advising a general partner with respect to the business of the limited partnership; (d) Acting as surety for the limited partnership or guaranteeing or assuming one or more specific obligations of the limited partnership or providing collateral for an obligation of the limited partnership; (e) Bringing an action in the right of a limited partnership to recover a judgment in its favor pursuant to part 10 of this article; (f) Calling, requesting, or participating in a meeting of the partners; (g) Proposing or approving or disapproving, by voting or otherwise, one or more of the following matters: (I) The dissolution and winding up or continuation of the limited partnership; (II) The sale, exchange, lease, mortgage, pledge, or other transfer of any assets of the limited partnership; (III) The incurrence of indebtedness by the limited partnership; (IV) A change in the nature of the business; (V) The admission or removal of a partner; (VI) A transaction or other matter involving an actual or potential conflict of interest; (VII) An amendment to the partnership agreement or certificate of limited partnership; or (VIII) Such other matters as are stated in writing in the partnership agreement; (h) Winding up the limited partnership pursuant to section 7-62-803; or (i) Exercising any right or power permitted to limited partners under this article and not specifically enumerated in this subsection (2). (3) The enumeration in subsection (2) of this section does not mean that the possession or exercise of any other powers by a limited partner constitutes participation by the limited partner in the business of the limited partnership. (4) Repealed.

C.R.S. § 7-62-304 Person erroneously believing self to be a limited partner

7-62-304. Person erroneously believing self to be a limited partner. (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 bound by its obligations by reason of making the contribution, receiving distributions from the enterprise, or exercising any rights of a limited partner, if, on ascertaining the mistake, the person causes an appropriate certificate of limited partnership or a certificate of amendment to be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title. (2) A person who makes a contribution of the kind described in subsection (1) of this section is liable as a general partner to any third party who transacts business with the enterprise before an appropriate certificate is filed in the records of the secretary of state to show that the person is not a general partner, but only if the third party actually believed in good faith that the person was a general partner at the time of the transaction.

C.R.S. § 7-62-305 Information and accounting

7-62-305. Information and accounting. (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 established by the general partners, upon reasonable demand for any purpose reasonably related to the limited partner's interest as a limited partner: (I) True and full information regarding the state of the business and financial condition of the limited partnership and any other information regarding the affairs of the limited partnership; and (II) Promptly after becoming available, a copy of the limited partnership's federal, state, and local income tax returns for each year; and (c) Have a formal accounting of partnership affairs whenever circumstances render it just and reasonable.

C.R.S. § 7-62-306 Time of admission

7-62-306. Time of admission. 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 records of the limited partnership.

C.R.S. § 7-62-401 Admission of general partners

7-62-401. Admission of general partners. (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 partners. (1.5) A person may be admitted as a general partner to a limited partnership either upon formation of the limited partnership or thereafter without making a contribution or being obligated to make a contribution to the limited partnership or acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission. (2) Upon the withdrawal of the last remaining general partner, unless otherwise provided in writing in the partnership agreement for the admission of a general partner, one or more persons who consent to be general partners shall be admitted as follows: (a) A majority of the limited partners may admit one or more general partners; and (b) If a majority of the limited partners fails to act within a reasonable time, the district court for the county in this state in which the street address of the limited partnership's principal office is located, or, if the limited partnership has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or, if the limited partnership has no registered agent, the district court for the city and county of Denver shall, upon the application of any limited partner, admit one or more general partners. Such court may appoint a custodian to manage the business of the limited partnership during the pendency of the proceedings. (3) Subsection (2) of this section shall not apply to a limited partnership formed prior to June 3, 1997, if on or before one year after June 3, 1997, one or more partners signs and delivers to a general partner an election in writing against the application of subsection (2) of this section. The general partner shall file any such election with the records required to be kept by section 7-62-105. The absence of such an election in the records shall give rise to a presumption that no such election has been delivered.

C.R.S. § 7-62-402 Events of withdrawal

7-62-402. Events of withdrawal. (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 partnership as provided in section 7-62-702; (c) The general partner is removed as a general partner in accordance with the partnership agreement; (d) Unless otherwise provided in writing in the partnership agreement or unless all partners give their consent in writing at the time, the general partner: (I) Makes an assignment for the benefit of creditors; (II) Files a voluntary petition in bankruptcy; (III) Is adjudicated a bankrupt or insolvent; (IV) Files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation; (V) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or (VI) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties; (e) Unless otherwise provided in writing in the partnership agreement or unless all partners give their consent in writing at the time, if, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed; or if, within ninety days after the appointment without the general partner's consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties, the appointment is not vacated or stayed; or if, within ninety days after the expiration of any such stay, the appointment is not vacated; (f) In the case of a general partner who is an individual: (I) The general partner's death; or (II) The appointment of a guardian or general conservator for the general partner; (g) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (h) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership; (i) In the case of a general partner that is a corporation, the filing of articles of dissolution, or its equivalent, for the corporation or the revocation of its charter or articles of incorporation; or (j) In the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.

C.R.S. § 7-62-403 General powers and liabilities

7-62-403. General powers and liabilities. (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) A general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to persons other than the partnership and the other partners; and (II) A general partner of a limited liability limited partnership has the liabilities of a partner in a limited liability partnership to persons other than the partnership and the other partners. (b) Except as provided in this article or in the partnership agreement: (I) A general partner of a limited partnership has the liabilities of a partner in a partnership without limited partners to the partnership and to the other partners; and (II) A general partner of a limited liability limited partnership has the liabilities of a partner in a limited liability partnership to the partnership and to the other partners. (3) For a limited partnership that has made the election permitted by section 7-62-1104, the article so elected shall be the governing law for purposes of subsections (1) and (2) of this section. For a limited partnership that has not made the election permitted by section 7-62-1104, article 60 of this title shall be the governing law for purposes of subsections (1) and (2) of this section.

C.R.S. § 7-62-404 Contributions by a general partner

7-62-404. Contributions by a general partner. 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 distributions as a limited partner. A person who is both a general partner and a limited partner has the rights and powers, and is subject to the restrictions and liabilities, of a general partner and, except as provided in the partnership agreement, also has the powers, and is subject to the restrictions, of a limited partner to the extent of the person's participation in the partnership as a limited partner.

C.R.S. § 7-62-405 Voting

7-62-405. Voting. 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.

C.R.S. § 7-62-501 Form of contribution

7-62-501. Form of contribution. 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.

C.R.S. § 7-62-502 Liability for contributions

7-62-502. Liability for contributions. (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 reason. If a partner does not make the required contribution of property or services, the partner is obligated at the option of the limited partnership to contribute cash equal to that portion of the value, as stated in the partnership records required to be kept by section 7-62-105, of the stated contribution that has not been made. (2) Unless otherwise provided in the partnership agreement, the obligation of a partner to make a contribution or return money or other property paid or distributed in violation of this article may be compromised only by consent in writing of all the partners. Notwithstanding the compromise, a creditor of a limited partnership who extends credit or otherwise acts in reliance on the original obligation may enforce the original obligation. (3) No promise by a limited partner to contribute to the limited partnership is enforceable unless set out in a writing signed by the limited partner.

C.R.S. § 7-62-503 Sharing of profits and losses

7-62-503. Sharing of profits and losses. 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 on the basis of the value (as stated in the partnership records required to be kept pursuant to section 7-62-105) of the contributions made by each partner.

C.R.S. § 7-62-504 Sharing of distributions

7-62-504. Sharing of distributions. 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 made on the basis of the value (as stated in the partnership records required to be kept pursuant to section 7-62-105) of the contributions made by each partner.

C.R.S. § 7-62-601 Interim distributions

7-62-601. Interim distributions. 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 events stated in the partnership agreement.

C.R.S. § 7-62-602 Withdrawal of general partner

7-62-602. Withdrawal of general partner. 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 partnership agreement and offset the damages against the amount otherwise distributable to the general partner. The withdrawal of a general partner who is also a limited partner shall not constitute the withdrawal of the partner as a limited partner or affect the partner's rights as a limited partner.

C.R.S. § 7-62-603 Withdrawal of limited partner

7-62-603. Withdrawal of limited partner. 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.

C.R.S. § 7-62-604 Distribution upon withdrawal

7-62-604. Distribution upon withdrawal. 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 to receive, within a reasonable time after withdrawal, the fair value of the withdrawing partner's partnership interest in the limited partnership as of the date of withdrawal based upon the withdrawing partner's right to share in distributions from the limited partnership.

C.R.S. § 7-62-605 Distribution in kind

7-62-605. Distribution in kind. 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 partnership agreement, a partner may not be compelled to accept a distribution of any asset in kind from a limited partnership to the extent that the percentage of the asset distributed to the partner exceeds a percentage of that asset that is equal to the percentage in which the partner shares in distributions from the limited partnership.

C.R.S. § 7-62-606 Right to distribution

7-62-606. Right to distribution. 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.

C.R.S. § 7-62-607 Limitations on distribution

7-62-607. Limitations on distribution. 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 partnership assets.

C.R.S. § 7-62-608 Liability upon return of contribution

7-62-608. Liability upon return of contribution. (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 only to the extent necessary to discharge the limited partnership's liability to creditors who extended credit to the limited partnership during the period the contribution was held by the partnership. (2) If a partner has received the return of any part of the partner's contribution in violation of the partnership agreement or this article, the partner is liable to the limited partnership for a period of three years thereafter for the amount of the contribution wrongfully returned. (3) A partner receives a return of the partner's contribution to the extent that a distribution to the partner reduces the partner's share of the fair value of the net assets of the limited partnership below the value, as stated in the partnership records required to be kept pursuant to section 7-62-105, of the partner's contribution that has not been distributed to the partner.

C.R.S. § 7-62-701 Nature of partnership interest

7-62-701. Nature of partnership interest. A partnership interest is personal property.

C.R.S. § 7-62-702 Assignment of partnership interest

7-62-702. Assignment of partnership interest. 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 entitles the assignee to receive, to the extent assigned, only the distribution to which the assignor would be entitled. Except as provided in the partnership agreement, a partner ceases to be a partner upon assignment of all of the partner's partnership interest.

C.R.S. § 7-62-703 Rights of creditor

7-62-703. Rights of creditor. 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 the rights of an assignee of the partnership interest. This article shall not deprive any partner of the benefit of any exemption laws applicable to the partner's partnership interest.

C.R.S. § 7-62-704 Right of assignee to become limited partner

7-62-704. Right of assignee to become limited partner. (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 partners consent. (2) An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this article. An assignee who becomes a limited partner also is liable for the obligations of the assignee's assignor to make and return contributions as provided in parts 5 and 6 of this article. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner. (3) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under sections 7-62-207 and 7-62-502.

C.R.S. § 7-62-705 Deceased or incompetent individual partners - dissolved or terminated corporate partners

7-62-705. Deceased or incompetent individual partners - dissolved or terminated corporate partners. (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 purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner. (2) If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.

C.R.S. § 7-62-801 Dissolution - general rules

7-62-801. Dissolution - general rules. (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 otherwise provided in the written provisions of a partnership agreement, written consent of a majority of the limited partners within ninety days after an event of withdrawal of the last remaining general partner; and (d) Entry of a decree of judicial dissolution under section 7-62-802.

C.R.S. § 7-62-802 Judicial dissolution

7-62-802. Judicial dissolution. 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 address of its registered agent is located, or, if the partnership has no registered agent, the district court for the city and county of Denver may decree dissolution of a limited partnership whenever it is not reasonably practicable to carry on the business in conformity with the partnership agreement.

C.R.S. § 7-62-803 Winding up

7-62-803. Winding up. 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 state in which the street address of the limited partnership's principal office is located, or, if the limited partnership has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or, if the limited partnership has no registered agent, the district court for the city and county of Denver may wind up the limited partnership's affairs upon application of any partner, the partner's legal representative, or the partner's assignee.

C.R.S. § 7-62-804 Distribution of assets

7-62-804. Distribution of assets. (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 distributions to partners under section 7-62-601 or 7-62-604; (b) Except as provided in the partnership agreement, to partners and former partners in satisfaction of liabilities for distributions under section 7-62-601 or 7-62-604; (c) Except as provided in the partnership agreement, to partners for the return of their contributions and respecting their partnership interests in the proportions in which the partners share in distributions.

C.R.S. § 7-62-805 Domestic entity names - dissolution - repeal

7-62-805. Domestic entity names - dissolution - repeal. (Repealed)

C.R.S. § 7-62-901 Law governing foreign limited partnership or foreign limited liability limited partnership

7-62-901. Law governing foreign limited partnership or foreign limited liability limited partnership. (Repealed)

C.R.S. § 7-62-902 Authority to transact business or conduct activities required

7-62-902. Authority to transact business or conduct activities required. 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.

C.R.S. § 7-62-903 Registered agent - service of process

7-62-903. Registered agent - service of process. Part 7 of article 90 of this title, providing for registered agents and service of process, applies to foreign limited partnerships.

C.R.S. § 7-62-1001 Right of action

7-62-1001. Right of action. (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 action or that an effort to cause those general partners to bring the action is not likely to succeed; (b) That the general partners' decision not to sue constitutes an abuse of discretion or involves a conflict of interest that prevents an unprejudiced exercise of judgment; and (c) That the plaintiff was a limited partner at the time of the transaction of which the plaintiff complains or the plaintiff's status as a limited partner had devolved upon the plaintiff by operation of law or pursuant to the terms of the partnership agreement from a person who was a partner at the time of the transaction.

C.R.S. § 7-62-1002 Expenses

7-62-1002. Expenses. 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 as defendant the costs and reasonable expenses directly attributable to the defense of such action, but not including fees of attorneys.

C.R.S. § 7-62-1003 Security and costs

7-62-1003. Security and costs. 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 such contributions of or allocable to the plaintiff have a market value in excess of twenty-five thousand dollars, the limited partnership in whose right such action is brought shall be entitled, at any time before final judgment, to require the plaintiff to give security for the costs and reasonable expenses that may be directly attributable to and incurred by it in the defense of such action or may be incurred by other parties named as defendant for which it may become legally liable, but not including fees of attorneys. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervenor, as of the date that the intervenor becomes a party to the action. The amount of such security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or is excessive. The limited partnership shall have recourse to such security in such amount as the court having jurisdiction shall determine upon the termination of such action if the court finds the action was brought without reasonable cause.

C.R.S. § 7-62-1101 Applicability

7-62-1101. Applicability. This article shall apply to all limited partnerships formed on or after November 1, 1981.

C.R.S. § 7-62-1102 Construction and application

7-62-1102. Construction and application. (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 November 1, 1981, nor to affect any action or proceeding begun or right accrued before such date. (3) No amendment of this article shall impair or otherwise affect the organization, registration, or continued existence of a limited partnership existing on July 1, 1986, nor shall any such amendment be construed or applied so as to impair any contract or affect any right accrued prior to July 1, 1986.

C.R.S. § 7-62-1103 Provisions for existing limited partnerships

7-62-1103. Provisions for existing limited partnerships. (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 complying with the provisions of section 7-62-201; except that the limited partners shall not be required to execute a new certificate of limited partnership. Notwithstanding such election by the general partner or partners, the following rules shall apply: (a) Sections 7-62-501, 7-62-502, and 7-62-608 apply only to contributions and distributions made after the date of the election; (b) Section 7-62-704 applies only to assignments made after the date of the election; and (c) Section 7-62-804 shall not be construed so as to change the priority of creditors for transactions entered into prior to the date of the election. (2) A limited partnership formed under any statute of this state prior to November 1, 1981, until or unless it elects to be governed by this article, shall be governed by the provisions of article 61 of this title, or other applicable prior law; except that such limited partnership shall not be renewed unless provision therefor is specifically provided in the original partnership agreement or any amendment thereto prior to November 1, 1981.

C.R.S. § 7-62-1104 Rules for cases not provided for in this article - registration as limited liability limited partnership

7-62-1104. Rules for cases not provided for in this article - registration as limited liability limited partnership. (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, 2016, in any case not provided for in this article, either article 60 or 64 of this title governs, to the extent applicable, as follows: (a) A limited partnership may elect to be governed by article 64 of this title by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a certificate of limited partnership or a certificate of amendment of limited partnership that includes a declaration that it elects to be governed by such article. If the election is made by a certificate of amendment, the certificate of amendment must be approved by all general partners, notwithstanding section 7-62-204 (1)(b). (b) A limited partnership that has made the election in paragraph (a) of this subsection (2) is governed by article 64 of this title. (c) A limited partnership that has not made the election in paragraph (a) of this subsection (2) is governed by article 60 of this title.

C.R.S. § 7-62-1105 Short title

7-62-1105. Short title. This article shall be known and may be cited as the "Colorado Uniform Limited Partnership Act of 1981".

C.R.S. § 7-62-1201 Fees for filing documents and certificates - other charges

7-62-1201. Fees for filing documents and certificates - other charges. (Repealed)
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