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. Source: L. 31: p. 643, § 27. CSA: C. 123, § 70. CRS 53: § 104-2-27. C.R.S. 1963: § 104-2-27. L. 81: Entire section amended, p. […]
As used in this article, unless the context otherwise requires: “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 […]
Two or more persons desiring to form a limited partnership shall: Sign and swear to a certificate which shall state: The name of the partnership; The character of the business; The location of the principal place of business; The name and place of residence of each member, general and limited partners being respectively designated; The […]
A limited partnership may carry on any business which a partnership without limited partners may carry on. Source: L. 31: p. 628, § 3. CSA: C. 123, § 46. CRS 53: § 104-2-3. C.R.S. 1963: § 104-2-3.
The contributions of a limited partner may be cash or other property but not services. Source: L. 31: p. 628, § 4. CSA: C. 123, § 47. CRS 53: § 104-2-4. C.R.S. 1963: § 104-2-4.
The surname of a limited partner shall not appear in the partnership name, unless: It is also the surname of a general partner; or 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. A limited partner whose name […]
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: At the time such party signed the certificate; or Subsequently but within a sufficient time before the statement was relied upon to enable such […]
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. Source: L. 31: p. 629, § 7. CSA: C. 123, § 50. CRS 53: § 104-2-7. […]
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. Source: L. 31: p. 630, § 8. CSA: C. 123, § 51. CRS 53: § 104-2-8. C.R.S. 1963: § 104-2-8.
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 […]
A limited partner shall have the same rights as a general partner to: 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; Have on demand true and full information of all things affecting the partnership and a formal account […]
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 […]
A person may be a general partner and a limited partner in the same partnership at the same time. 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 […]
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. No limited partner shall, in respect to any such claim: Receive […]
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 […]
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 […]
A limited partner shall not receive from a general partner or out of partnership property any part of the limited partner’s contributions until: 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 […]
A limited partner is liable to the partnership: For the difference between the contribution as actually made by the limited partner and that stated in the certificate as having been made; and For any unpaid contribution that the limited partner agreed in the certificate to make in the future, at the time and on the […]
A limited partner’s interest in the partnership is personal property. Source: L. 31: p. 636, § 18. CSA: C. 123, § 61. CRS 53: § 104-2-18. C.R.S. 1963: § 104-2-18.
A limited partner’s interest is assignable. 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. An assignee who does not become a substituted limited partner has no right to require any information or accounting of […]
