§ 7-63-101. Short Title

This article shall be known and may be cited as the “Colorado Limited Partnership Association Act”. Source: L. 95: Entire article added, p. 790, § 18, effective May 24.

§ 7-63-102. Definitions

As used in this article, unless the context otherwise requires: “Articles of association” and “bylaws” include amendments and restatements of the same. “Limited partnership association” or “association” means an unincorporated business association formed under this article. Source: L. 95: Entire article added, p. 790, § 18, effective May 24. Cross references: For additional definitions applicable […]

§ 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. Source: L. 95: Entire article added, p. 790, § 18, effective May 24.

§ 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 […]

§ 7-63-105. Articles

The articles of association shall state: The domestic entity name of the association, which domestic entity name shall comply with part 6 of article 90 of this title; A statement that the association is formed under this article; If management is vested in the members or in one or more classes of members as provided […]

§ 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. Source: L. 95: […]

§ 7-63-108. Reference to Corporation Law

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. […]

§ 7-63-109. Bylaws

The initial bylaws shall be adopted by all of the members either before or after its articles of association are filed. The bylaws may be amended at any time, either before or after the articles of association are filed, by all of the members. Except as otherwise provided in subsection (4) or (6) of this […]

§ 7-63-110. Management – Officers, Managers, and Members

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. 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 […]

§ 7-63-111. Dealings on Behalf of Association

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. Subject to subsections (4) and (6) of this section, each manager shall have agency authority to bind and otherwise […]

§ 7-63-112. Capital Contributions

The persons forming an association shall make contribution to its capital in cash or in other property. 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. Source: L. 95: Entire article […]

§ 7-63-113. Dividends

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. 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. […]

§ 7-63-114. Membership Participation – Interests

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 […]

§ 7-63-115. Information and Accounting

Each member has the right to: 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; Obtain from the managers true and full information regarding the state of […]

§ 7-63-116. Dissolution and Termination

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 […]