§ 7-60-118. Rights and Duties of Partners

1. The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:
   1. Each partner shall be repaid such partner’s contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied and shall contribute toward the losses whether of capital or otherwise sustained by the partnership according to such partner’s share in the profits; except that a partner in a limited liability partnership shall not be obligated to contribute to partnership losses in excess of the partner’s interest in the partnership beyond the extent:
      1. Such obligation to contribute is set out in a writing signed by the partner; or
      2. Such loss is attributable to an obligation or liability for which the partner would have individual liability under section 7-60-115 (2).
   2. The partnership shall indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business or for the preservation of its business or property.
   3. A partner who in aid of the partnership makes any payment or advance beyond the amount of capital that the partner agreed to contribute shall be paid interest from the date of the payment or advance.
   4. A partner shall receive interest on the capital contributed by the partner only from the date when repayment should be made.
   5. All partners have equal rights in the management and conduct of the partnership business.
   6. No partner is entitled to remuneration for acting in the partnership business, but a surviving partner is entitled to reasonable compensation for the partner’s services in winding up the partnership affairs.
   7. No person can become a member of a partnership without the consent of all the partners.
   8. Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.

Source: L. 31: p. 654, § 18. CSA: C. 123, § 18. CRS 53: § 104-1-18. C.R.S. 1963: § 104-1-18. L. 95: (1)(a) amended, p. 779, § 5, effective May 24. L. 2004: IP(1)(a), (1)(b), (1)(c), (1)(d), and (1)(f) amended, p. 1425, § 80, effective July 1.