C.R.S. Section 7-60-144
Registration of partnerships

(1)

A partnership governed by this article may register as a limited liability partnership, and a limited partnership that has not made the election provided for in section 7-61-129 or 7-62-1104 may register as a limited liability limited partnership, by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of registration. If a certificate of limited partnership is being filed, the statement of registration may be included in the certificate of limited partnership. The statement of registration shall be approved in the manner provided in the partnership agreement or, if not so provided, shall be approved by all of the general partners. The statement of registration shall state:

(a)

The name that has been the true name of the partnership or limited partnership and the name that will be the domestic entity name of the partnership or limited partnership, which domestic entity name shall comply with part 6 of article 90 of this title;

(b)

The principal office address of its principal office; and

(c)

The registered agent name and registered agent address of its registered agent.
(d)(Deleted by amendment, L. 2004, p. 1432, § 99, effective July 1, 2004.)(2)(Deleted by amendment, L. 2003, p. 2236, § 115, effective July 1, 2004.)(3)(Deleted by amendment, L. 2004, p. 1432, § 99, effective July 1, 2004.)(4) Part 8 of article 90 of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign limited liability partnerships and foreign limited liability limited partnerships.

(4.5)

A limited liability partnership or a limited liability limited partnership may cease to be a limited liability partnership or a limited liability limited partnership by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of withdrawal of registration. The statement of withdrawal of registration shall be approved in the manner provided in the partnership agreement or, if not so provided, shall be approved by all of the general partners. The withdrawal of registration shall be effective upon the effective date of the statement of withdrawal of registration.

(5)

A partnership or a limited partnership that has been registered under this article is for all purposes the same entity that existed before it registered. A partnership or a limited partnership that withdraws its registration as a limited liability partnership or a limited liability limited partnership is for all purposes the same entity that existed before it withdrew its registration.

(6)

Unless the partnership agreement otherwise provides, registration of a partnership shall require the unanimous consent of the general partners in the partnership at the time the statement of registration is delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. The filing of a statement of registration shall be conclusive as to third parties and shall be incontestable by third parties that all conditions precedent to registering as a limited liability partnership or limited liability limited partnership, as the case may be, have been met.

(7)

Except as to persons who were partners at the time of filing, the filing of a statement of registration shall be conclusive that all conditions precedent to registration under this section have been met.

Source: Section 7-60-144 — Registration of partnerships, 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

§ 7-60-144’s source at colorado​.gov