Colorado Uniform Partnership Act
Colorado · Corporations and Associations · §§ 7-64-1001 to 7-64-807 · 59 sections
Overview
The act governs the formation, internal operation, and eventual dissolution of general partnerships, treating the partnership as an entity that can own and transfer property, sue and be sued, and act through its partners as agents. It supplies default rules for the relationship among partners — fiduciary duties, access to books and records, distributions, and what a partner owns and may transfer — while setting the terms on which the partnership and its individual partners become liable to outsiders, including creditors who reach a partner's transferable interest by court order. It also establishes filing mechanisms through which authority, its denial, a partner's departure, and dissolution can be made a matter of public record, and it defines when a partner's dissociation triggers a buyout rather than the end of the business, along with the process for winding up and settling accounts when the partnership does terminate.
Editorial summary generated from the text of this act. It is not part of the statute — read the sections below for the operative language.
Sections covered
- C.R.S. § 7-64-1001Definitions
- C.R.S. § 7-64-1002Registration
- C.R.S. § 7-64-1004Limitations on distributions to general partner
- C.R.S. § 7-64-1007Periodic reports
- C.R.S. § 7-64-1008.5Registered agent
- C.R.S. § 7-64-1009Application of corporation case law to set aside limited liability
- C.R.S. § 7-64-101Definitions
- C.R.S. § 7-64-1010Scope of part
- C.R.S. § 7-64-102Knowledge and notice
- C.R.S. § 7-64-103Effect of partnership agreement
- C.R.S. § 7-64-104Supplemental principles of law
- C.R.S. § 7-64-105Filing and recording of statements
- C.R.S. § 7-64-106Law governing internal relations
- C.R.S. § 7-64-107Partnership subject to amendment or repeal of article
- C.R.S. § 7-64-1101Filing requirements
- C.R.S. § 7-64-1201Uniformity of application and construction
- C.R.S. § 7-64-1202Title
- C.R.S. § 7-64-1203Severability clause
- C.R.S. § 7-64-1204Effective date
- C.R.S. § 7-64-1205Applicability
- C.R.S. § 7-64-1206Saving clause
- C.R.S. § 7-64-201Partnership as entity
- C.R.S. § 7-64-202Formation of partnership
- C.R.S. § 7-64-203Partnership property
- C.R.S. § 7-64-204When property is partnership property
- C.R.S. § 7-64-205Admission without contribution or transferrable interest
- C.R.S. § 7-64-301Partner agent of partnership
- C.R.S. § 7-64-302Transfer of partnership property
- C.R.S. § 7-64-303Statement of partnership authority
- C.R.S. § 7-64-304Statement of denial
- C.R.S. § 7-64-305Partnership liable for partner’s actionable conduct
- C.R.S. § 7-64-306Partner’s liability
- C.R.S. § 7-64-307Actions by and against partnership and partners
- C.R.S. § 7-64-308Liability of purported partner
- C.R.S. § 7-64-401Partner’s rights and duties
- C.R.S. § 7-64-402Distributions in kind
- C.R.S. § 7-64-403Partner’s rights and duties with respect to information
- C.R.S. § 7-64-404General standards of partner’s conduct
- C.R.S. § 7-64-405Actions by partnership and partners
- C.R.S. § 7-64-406Continuation of partnership beyond definite term or particular undertaking
- C.R.S. § 7-64-501Partner not co-owner of partnership property
- C.R.S. § 7-64-502Partner’s transferable interest in partnership
- C.R.S. § 7-64-503Transfer of partner’s transferable interest
- C.R.S. § 7-64-504Partner’s transferable interest subject to charging order
- C.R.S. § 7-64-601Events causing partner’s dissociation
- C.R.S. § 7-64-602Partner’s power to dissociate
- C.R.S. § 7-64-603Effect of partner’s dissociation
- C.R.S. § 7-64-701Purchase of dissociated partner’s interest
- C.R.S. § 7-64-702Dissociated partner’s power to bind and liability to partnership
- C.R.S. § 7-64-703Dissociated partner’s liability to other persons
- C.R.S. § 7-64-704Statement of dissociation
- C.R.S. § 7-64-705Continued use of partnership name
- C.R.S. § 7-64-801Events causing dissolution and winding up of partnership business
- C.R.S. § 7-64-802Partnership continues after dissolution
- C.R.S. § 7-64-803Right to wind up partnership business
- C.R.S. § 7-64-804Partner’s power to bind partnership after dissolution
- C.R.S. § 7-64-805Statement of dissolution
- C.R.S. § 7-64-806Partner’s liability to other partners after dissolution
- C.R.S. § 7-64-807Settlement of accounts and contributions among partners
Enacted in other states
Alaska, Arkansas, California, Connecticut, District of Columbia, Iowa, Idaho, Illinois, Indiana, Kentucky, Minnesota, Montana, North Carolina, New Hampshire, New Jersey, New Mexico, Ohio, Pennsylvania, South Carolina, South Dakota, Tennessee, Utah, Virginia, West Virginia, Wyoming
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