C.R.S. Section 7-60-135
Power of partner to bind partnership after dissolution

(1)

After dissolution, a partner can bind the partnership, except as provided in subsection (3) of this section:

(a)

By any act appropriate for winding up partnership affairs or completing transactions unfinished at dissolution;

(b)

By any transaction which would bind the partnership if dissolution had not taken place, if the other party to the transaction:

(I)

Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the dissolution; or

(II)

Though the other party had not so extended credit, had nevertheless known of the partnership prior to dissolution, and had no knowledge or notice of dissolution, the fact of dissolution having not been advertised in a newspaper of general circulation in the place, or in each place if more than one, at which the partnership business was regularly carried on.

(2)

The liability of a partner under subsection (1)(b) of this section shall be satisfied out of partnership assets alone when such partner had been, prior to dissolution:

(a)

Unknown as a partner to the person with whom the contract is made; and

(b)

So far unknown and inactive in partnership affairs that the business reputation of the partnership could not be said to have been in any degree due to the partner’s connection with it.

(3)

The partnership is in no case bound by any act of a partner after dissolution:

(a)

Where the partnership is dissolved because it is unlawful to carry on the business, unless the act is appropriate for winding up partnership affairs; or

(b)

Where the partner has become bankrupt; or

(c)

Where the partner has no authority to wind up partnership affairs except by transaction with one who:

(I)

Had extended credit to the partnership prior to dissolution and had no knowledge or notice of the partner’s want of authority; or

(II)

Had not extended credit to the partnership prior to dissolution, and had no knowledge or notice of the partner’s want of authority, the fact of the partner’s want of authority having not been advertised in the manner provided for advertising the fact of dissolution in subsection (1)(b)(II) of this section.

(4)

Nothing in this section shall affect the liability under section 7-60-116 of any person who, after dissolution, purports to be a partner or consents to being represented by another as a partner in a partnership engaged in carrying on business.

Source: Section 7-60-135 — Power of partner to bind partnership after dissolution, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑60‑101
Short title 7‑60‑102
Definitions 7‑60‑103
Knowledge and notice 7‑60‑104
Rules of construction 7‑60‑105
Rules for cases not covered 7‑60‑106
Partnership defined 7‑60‑107
Partnership determined - how 7‑60‑108
Partnership property 7‑60‑109
Partner agent of partnership 7‑60‑110
Conveyance of real property 7‑60‑111
Admission of partner binds partnership 7‑60‑112
Notice to partner - effect 7‑60‑113
Partner’s wrongful acts - liability 7‑60‑114
Partner’s breach of trust - liability 7‑60‑115
Nature of partner’s liability 7‑60‑116
Liability of purported partner 7‑60‑117
Liability of incoming partner 7‑60‑118
Rights and duties of partners 7‑60‑119
Partnership books 7‑60‑120
Duty to render information 7‑60‑121
Accountable as a fiduciary 7‑60‑122
Right to an account 7‑60‑123
Rights and duties beyond term 7‑60‑124
Property rights of a partner 7‑60‑125
Right in specific property 7‑60‑126
Nature of partner’s interest 7‑60‑127
Assignment of partner’s interest 7‑60‑128
Interest subject to charging order 7‑60‑129
Dissolution defined 7‑60‑130
Dissolution is not termination 7‑60‑131
Causes of dissolution 7‑60‑132
Dissolution by decree of court 7‑60‑133
General effect of dissolution 7‑60‑134
Right of partner to contribution 7‑60‑135
Power of partner to bind partnership after dissolution 7‑60‑136
Effect of dissolution on existing liability 7‑60‑137
Right to wind up 7‑60‑138
Application of partnership property 7‑60‑139
Rights dissolved for fraud 7‑60‑140
Rules for distribution 7‑60‑141
Liability of persons continuing business 7‑60‑142
Rights of retiring partner 7‑60‑143
Accrual of actions 7‑60‑144
Registration of partnerships 7‑60‑144.5
Statement of partnership authority or statement of denial 7‑60‑146
Limitations on distribution from limited liability partnerships 7‑60‑149
Limited liability partnership periodic reports 7‑60‑152.5
Registered agent - service of process 7‑60‑153
Application of corporation case law to set aside limited liability 7‑60‑154
Scope of article - choice of law - application to professions and occupations
Green check means up to date. Up to date

Current through Fall 2024

§ 7-60-135’s source at colorado​.gov