Colorado Limited Partnership Association Act

C.R.S. tit. 7, art. 63
in effect

C.R.S. § 7-63-101 Short title

7-63-101. Short title. This article shall be known and may be cited as the "Colorado Limited Partnership Association Act".

C.R.S. § 7-63-102 Definitions

7-63-102. Definitions. 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.

C.R.S. § 7-63-103 Nature of business

7-63-103. Nature of business. 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.

C.R.S. § 7-63-104 Formation of association

7-63-104. Formation of association. 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 be formed upon the effective date of the filing of the articles by the secretary of state.

C.R.S. § 7-63-105 Articles

7-63-105. Articles. (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 members or in one or more classes of members as provided in section 7-63-110 (3), a statement to that effect and, if any class or classes of members, but not all, are so vested with management, the name of each of the classes of members indicating which are and which are not so vested with management; (d) Any notice of provisions of the bylaws permitted by section 7-63-111 (3) concerning the authority of officers and managers or otherwise restricting the application of section 7-63-111 (4); (e) The principal office address of the association's initial principal office; and (f) The registered agent name and registered agent address of the association's initial registered agent. (g) (Deleted by amendment, L. 2003, p. 2248, § 145, effective July 1, 2004.) (2) Any amendment to or restatement of the articles of association shall be approved in a separate writing or writings by all of the members. This subsection (2) is a default rule, subject to the bylaws. (3) (Deleted by amendment, L. 2002, p. 1824, § 49, effective July 1, 2002; p. 1688, § 47, effective October 1, 2002.) (4) Except in a proceeding by the state to involuntarily dissolve an association, the filing of the articles of association by the secretary of state is conclusive as to formation of the association and it shall be incontestable that all conditions precedent to formation have been met.

C.R.S. § 7-63-107 Limited liability

7-63-107. Limited liability. 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 default rule, subject to the bylaws.

C.R.S. § 7-63-108 Reference to corporation law

7-63-108. Reference to corporation law. (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 corporation may be pierced under the law of this state. (2) For purposes of subsection (1) of this section, the failure of an association to observe the formalities or requirements relating to the management of the association's business and affairs is not in itself a ground for imposing personal liability on the members for the liabilities of the association. (3) Except as otherwise provided in this article, article 90 of this title and, to the extent not addressed in said article 90, the law of this state applicable to a corporation formed under the "Colorado Business Corporation Act", articles 101 to 117 of this title, apply to an association with respect to the following matters: (a) The filing by the secretary of state of articles for the formation or dissolution of an association, periodic reports concerning an association, change of principal office, change of registered agent or registered agent address, and other documents including withdrawal and restatement of, amendments to, and statements with respect to any articles, periodic reports, and other documents; (b) Certification of documents and facts of record and provision of other information and services by the secretary of state; (c) The effect of approving documents to be filed by the secretary of state, the effective date and effect of any filing by or certification of documents or facts by the secretary of state, and the effect and effective date of any filing or recording of a document with a clerk and recorder; (d) The penalties payable to the secretary of state and other civil and criminal penalties with respect to documents permitted or required to be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title; (e) (Deleted by amendment, L. 2002, p. 1824, § 50, effective July 1, 2002; p. 1689, § 48, effective October 1, 2002.) (f) The maintenance of a registered agent, the designation of a principal office, and service of process upon the association; (g) The judicial dissolution of an association; and (h) The election to reject worker's compensation coverage under section 8-41-202, C.R.S., and, for this purpose, the term "corporate officer" as used in said section includes any manager who owns at least a ten percent interest in the association. (4) Service of process may also be made on any manager, the chairperson or secretary of the association, or any agent of the association appointed for that purpose. (5) The prohibition against and the penalties and liabilities imposed upon persons doing business as a corporation without authority under the "Colorado Business Corporation Act", articles 101 to 117 of this title, shall apply to persons doing business in this state as an association without authority under this article or in this state as a limited partnership association, formed under the law of another jurisdiction, without authority as provided in subsection (6) of this section. (6) The provisions of part 8 of article 90 of this title shall apply with respect to a limited partnership association formed under the law of a jurisdiction other than this state.

C.R.S. § 7-63-109 Bylaws

7-63-109. Bylaws. (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 provided in subsection (4) or (6) of this section: (a) The bylaws govern all matters relating to the business and affairs of an association; (b) The affairs of an association governed by the bylaws include, without limitation, the rights; duties; authority; liability; indemnification; admission and qualifications of; limitations on and dealings and other relations among and between the managers, officers, agents, members, transferees and other successors to the interest of a member; and the association; and (c) The bylaws may confer rights on and impose duties, limitations, and other provisions for the protection or benefit of any other person or persons, including the public, as third-party beneficiaries. (4) Except as otherwise provided in subsection (6) of this section: (a) The bylaws shall control over any provision of this article to the contrary that is designated in this article as "a default rule, subject to the bylaws"; (b) The provisions of this article that are so designated shall control only to the extent that the bylaws do not otherwise provide; (c) The other provisions of this article shall control over provisions of the bylaws to the contrary; and (d) The bylaws shall control only to the extent that such other provisions of this article do not otherwise provide. (5) The references in this article to matters that may be addressed in the bylaws and to matters designated as "default rules, subject to the bylaws" or with respect to which provisions of this article otherwise defer shall not be construed to limit the scope of the matters governed or controlled by the bylaws. (6) The bylaws may not: (a) Unreasonably restrict a member's right of access to books and records; (b) Unreasonably reduce the duty of care of a manager to the association and its members; (c) Eliminate the obligation of a manager to perform the manager's duty of care in good faith; except that the bylaws may determine the standards by which the performance of the obligation is to be measured if such standards are not manifestly unreasonable; or (d) Except as provided in section 7-63-111 (3) or for the restriction of rights conferred by or arising under the bylaws, restrict the rights of, or impose duties on, persons other than the managers, officers, agents, members and their transferees and other successors, and the association, without the consent of such persons. (7) Subsections (2) and (3)(c) of this section are default rules, subject to the bylaws.

C.R.S. § 7-63-110 Management - officers, managers, and members

7-63-110. Management - officers, managers, and members. (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 at such meeting by the members from among their number. Such managers shall hold their respective managerships for one year and until their successors have been elected and qualified. The members shall also elect the officers at such meeting. The election of a manager or officer shall require a majority vote of the members in number and interest. (3) The management of the business and affairs of an association may be vested by the articles of association in the members as members or in one or more classes of members as members of such class or classes. If management is so vested, then: (a) Any reference in this article to a manager or managers shall be deemed to refer to the member or members who are so vested with management authority; and (b) Subsection (4) of this section shall apply to the association in lieu of subsection (2) of this section. (4) There shall be at least one meeting of the managers in each year. The managers shall elect the officers at such meeting. The election of an officer shall require a vote of a majority in number of the managers. (5) An association may have more than one class of members and more than one class of managers. Any class may consist of one or more members or managers. The bylaws may provide that all or any number or portion of the members or managers or any class or classes of members or managers consent, vote, elect, determine, exercise authority, or otherwise act, with or without a meeting, on a per capita or other basis on any matter, or not act or have authority on any matter. Members and managers may be compensated for services performed for an association as a manager, officer, member, employee, agent, or other contractor. (6) The duties of a manager shall be discharged in good faith, with the degree of care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner that the manager reasonably believes to be in the best interests of the association. Managers and officers may rely in good faith on the same kinds of opinions, reports, statements, data, and other information and shall have the same kinds of defenses, limitations on liability, and other protections as directors of a corporation formed under the "Colorado Business Corporation Act", articles 101 to 117 of this title. (7) An association shall have officers, including a chairperson with responsibility for presiding at meetings of managers and members and a secretary with responsibility for the preparation, maintenance, and authentication of minutes and the other records of the association. The officers shall be chosen from among the managers including the representatives of any manager who is not an individual, and shall hold their respective offices for one year and until their successors have been elected and qualified. (8) Officers must be individuals at least eighteen years of age. (9) The failure to hold annual or other meetings of or elections by the members or managers does not affect the continuation of the term of any person elected or any other association action and does not work a dissolution or termination of the association. (10) Subsections (2), (4) to (7), and (9) of this section are default rules, subject to the bylaws.

C.R.S. § 7-63-111 Dealings on behalf of association

7-63-111. Dealings on behalf of association. (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 subsections (4) and (6) of this section, each manager shall have agency authority to bind and otherwise represent the association and may, in the exercise of such authority, on behalf of the association and in its domestic entity name, do anything that an individual may do, including: (a) Make contracts and guarantees, incur liabilities, borrow money or other property, issue notes, bonds, and other obligations, secure obligations by mortgage or pledge of any of its property, lend money or other property, receive and hold property as security for repayment or other performance, and invest and reinvest funds; (b) Sue and be sued, complain, and defend; (c) Be a promoter, partner, member, associate, manager, trustee or other fiduciary, or nominee or other agent of, or hold any similar position with, any person; (d) Purchase, lease, take by donative transfer, devise or bequest, and otherwise acquire, disclaim, or renounce property, and own, hold, use, improve, exchange, sell, convey, endorse, transfer, lease, mortgage, pledge, encumber, and otherwise deal with or dispose of property, including all or any part of the property of the association; (e) Execute, acknowledge, and deliver a conveyance or other transfer, contract, or other instrument with respect to any property or other dealings; (f) Locate offices, conduct business, have dealings, and carry on other activities, including the holding of property, and otherwise exercise the authority pursuant to this article and the bylaws, whether within or without this state; and (g) Appoint, compensate, and define the duties and authority, including any authority conferred upon a manager by this subsection (2) or by the bylaws, of agents of the association and delegate such authority to officers and direct the performance of duties and the exercise of authority by the agents and officers. (3) Provisions of the bylaws may eliminate, limit, and otherwise restrict the application of all or any portion of subsection (4) of this section; except that such provisions of the bylaws shall not take effect until stated in the articles of association. The provisions stated shall only have prospective effect. (4) Except as otherwise provided in subsection (3) of this section: (a) As used in this subsection (4), the term "instrument": (I) Includes any contract, conveyance, transfer, mortgage, pledge, encumbrance, note, endorsement, or other writing and any authentication of records; designation or authorization of or delegation to any officer, manager, or agent; acknowledgment; or other statement or representation of any fact; and (II) Implies the requirement of a writing and excludes anything that is not in writing. (b) Every manager is an agent of the association for the purpose of its business, and the act of every manager, including the signing in the domestic entity name of any instrument for apparently carrying on in the usual way the business of the association of which the manager is a manager, binds the association, unless the manager so acting has in fact no authority to act for the association in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority. (c) Except as otherwise provided in paragraph (d) of this subsection (4), an act of a manager which is not apparently for carrying on the business of the association in the usual way does not bind the association. n fact no authority to act for the association in the particular matter and the person with whom the manager is dealing has knowledge of the fact that the manager has no such authority. (c) Except as otherwise provided in paragraph (d) of this subsection (4), an act of a manager which is not apparently for carrying on the business of the association in the usual way does not bind the association. (d) No instrument signed by the chairperson, any manager or vice-chairperson, and by the secretary or any assistant secretary nor the delivery of any such instrument shall be invalidated as to the association by any lack of authority of any officer or manager of the association signing or delivering the instrument, if: (I) The instrument is in the domestic entity name of the association and signed or entered into with or issued or delivered to a person or the instrument evidences, authorizes, or facilitates a transaction on behalf of the association with a person; and (II) The person gives value for the instrument or in the transaction and the person is without knowledge that the officer or manager did not have authority to so act or was acting in contravention of a restriction on such authority. (5) No act of a manager who in fact has no authority to act for the association in a particular matter shall bind the association to persons having knowledge of the fact that the manager does not have such authority. No act of a manager in contravention of a restriction on authority shall bind the association to persons having knowledge of the restriction. (6) An interest in the association may be issued or redeemed only as authorized in writing by all of the members. (7) Subsections (2) and (6) of this section are default rules, subject to the bylaws.

C.R.S. § 7-63-112 Capital contributions

7-63-112. Capital contributions. (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 rule, subject to the bylaws.

C.R.S. § 7-63-113 Dividends

7-63-113. Dividends. (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 determine pursuant to this section and the bylaws. For principal and income accounting purposes of a fiduciary, and subject to the instrument under which the fiduciary acts, a dividend shall constitute income unless otherwise declared by the managers as chargeable to the capital accounts of the members. (3) The determinations and declarations concerning a dividend shall be made by a majority in number of the managers; except that, if management is vested in the members or one or more classes of members, such determinations must also be approved by a majority in number and interest of the members. No debt of or interest in the association may be paid as a dividend unless authorized in writing by all of the members. (4) No dividend may be paid if, after giving it effect: (a) The association would not be able to pay its debts as they become due in the usual course of business; or (b) The association's total assets would be less than the sum of its total liabilities plus the amount that would be needed, if the association were to be dissolved, to satisfy the preferential rights of members whose preferential rights are superior to those receiving the dividend. (5) The managers authorizing a dividend contrary to subsection (4) of this section shall be jointly and severally liable to the association in the amount by which the dividend exceeds the dividend that could have been paid without violating said subsection (4) if it is established, subject to section 7-63-110 (6), that such managers did not perform their duties in compliance with section 7-63-110 (6). Section 7-63-110 (6) shall be applied for purposes of this subsection (5) without taking any contrary provisions of the bylaws into account. (6) Managers shall also have the same rights of contribution from other managers and members as directors have against other directors and shareholders under the "Colorado Business Corporation Act", articles 101 to 117 of this title. (7) Subsections (3) and (6) of this section are default rules, subject to the bylaws.

C.R.S. § 7-63-114 Membership participation - interests

7-63-114. Membership participation - interests. (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 formation or become and act as a member or manager on behalf of the estate of an individual under the age of eighteen years. Notwithstanding any provision of this subsection (1) to the contrary, the bylaws may set qualifications for and otherwise restrict the eligibility of persons to become or act as members or managers. (2) Members may vote, exercise their rights, and otherwise act by proxy or other agent. (3) The interest of a member in an association is personal property. (4) An interest in the association may be transferred or encumbered only as provided in the bylaws. A member may not resign or withdraw. (5) A person may be admitted to membership by a vote of all of the members. If there are no members and there is no other provision for admission of successor members, then a majority in number and interest of the transferees of, and other successors in interest to, the members may admit one or more of the transferees and successors as members. Such majority in number shall be determined by counting all of the transferees and other successors of each former member as one. (6) Except for persons forming an association or admitted to its membership, no transferee; representative of the estate of a deceased, incompetent, insolvent, or bankrupt member; or other successor to an interest of a member or any other person shall be entitled to any participation in the management of the business and affairs of the association or have any right to become a member. No transfer, succession, encumbrance, judgment, decree, order, or other claim upon the interest of a member or against a member, shall give a person any of the rights of the member or with respect to the member's interest other than the right to be paid the dividends and other distributions when and to the extent that the member would otherwise have been paid. (7) Subsections (2) and (4) to (6) of this section are default rules, subject to the bylaws.

C.R.S. § 7-63-115 Information and accounting

7-63-115. Information and accounting. (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 managers true and full information regarding the state of the business and the financial condition of the association and any other information regarding the affairs of the association; (c) Obtain copies from the managers, upon becoming available, of the association's federal, state, and local income tax returns for each year; and (d) Have a formal accounting of association affairs whenever circumstances render it just and reasonable. (2) Subsection (1) of this section is a default rule, subject to the bylaws.

C.R.S. § 7-63-116 Dissolution and termination

7-63-116. Dissolution and termination. (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 by a vote of all of its members or upon the other events or circumstances as may be provided in the bylaws. (2) After an association is dissolved, its business and affairs shall be wound up and its property distributed; except that the property of the association shall be applied first to the satisfaction of its liabilities and indebtedness and then to distributions among the members with respect to their interests as members. (3) If assets of an association have been distributed to members in the winding up of the association before its liabilities and indebtedness have been paid or adequately provided for, the association before its termination, and, after its termination, the creditors of an association shall have a claim against members receiving distributions for such liabilities and indebtedness not barred by applicable statutes of limitation; except that a member's total liability for all claims under this section may not exceed the total value of assets distributed to the member, as such value is determined at the time of distribution. Any member required to return any portion of the value of assets received by the member in liquidation shall be entitled to contribution from all other members. Each such contribution shall be in accordance with the contributing member's rights and interests and shall not exceed the value of the assets received by the contributing member in dissolution. (4) Distributions among members shall be in accordance with the priorities and proportions of their respective claims and interests. (5) Upon the apparent completion of the winding up and distribution, the association shall file articles of dissolution with the secretary of state stating the domestic entity name of the association, the principal office address of the association's principal office, and that the association is dissolved. After the filing of articles of dissolution, the association's managers and agents shall continue to have authority to convey any real or personal property held in the domestic entity name of the association and otherwise act as provided in the bylaws or, subject to the bylaws, as provided in this article to complete the winding up or distribution. (6) Subsections (1) and (4) of this section are default rules, subject to the bylaws. (7) (Deleted by amendment, L. 2004, p. 1448, § 153, effective July 1, 2004.)
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

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