C.R.S. Section 7-61-103
Formation

(1)

Two or more persons desiring to form a limited partnership shall:

(a)

Sign and swear to a certificate which shall state:

(I)

The name of the partnership;

(II)

The character of the business;

(III)

The location of the principal place of business;

(IV)

The name and place of residence of each member, general and limited partners being respectively designated;

(V)

The duration for which the partnership is to exist;

(VI)

The amount of cash and a description of and the agreed value of the other property contributed by each limited partner;

(VII)

The additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made;

(VIII)

The time, if agreed upon, when the contribution of each limited partner is to be returned;

(IX)

The share of the profits or the other compensation by way of income that each limited partner shall receive by reason of the limited partner’s contribution;

(X)

The right, if given, of a limited partner to substitute an assignee as contributor in the place of the limited partner and the terms and conditions of the substitution;

(XI)

The right, if given, of the partners to admit additional limited partners;

(XII)

The right, if given, of one or more of the limited partners to priority over other limited partners as to contributions or as to compensation by way of income and the nature of such priority;

(XIII)

The right, if given, of remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and

(XIV)

The right, if given, of a limited partner to demand and receive property other than cash in return for the limited partner’s contribution.

(b)

File for record the certificate in the office of the county clerk and recorder.

(2)

A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.

Source: Section 7-61-103 — Formation, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑61‑101
Short title 7‑61‑102
Definitions 7‑61‑103
Formation 7‑61‑104
Business which may be carried on 7‑61‑105
Limited partner’s contribution 7‑61‑106
Name not to contain surname of limited partner - exceptions 7‑61‑107
Liability for false statement in certificate 7‑61‑108
Limited partner not liable to creditors - when 7‑61‑109
Admission of additional limited partners 7‑61‑110
General partner - rights - liabilities 7‑61‑111
Rights of a limited partner 7‑61‑112
Status of person erroneously believing self to be a limited partner 7‑61‑113
One person both general and limited partner 7‑61‑114
Transactions with limited partner 7‑61‑115
Relation of limited partners inter se 7‑61‑116
Compensation of limited partner 7‑61‑117
Withdrawal or reduction of limited partner’s contribution 7‑61‑118
Liability of limited partner to partnership 7‑61‑119
Nature of limited partner’s interest 7‑61‑120
Assignment of limited partner’s interest 7‑61‑121
Effect of retirement, death, or insanity of a general partner 7‑61‑122
Death of limited partner 7‑61‑123
Rights of creditors of limited partner 7‑61‑124
Distribution of assets 7‑61‑125
When certificate shall be canceled or amended 7‑61‑126
Requirements for amendment and for cancellation of certificate 7‑61‑127
Parties to actions 7‑61‑128
Rules of construction 7‑61‑129
Law governing cases not covered 7‑61‑129.5
Applicability 7‑61‑130
Provisions for existing limited partnerships
Green check means up to date. Up to date

Current through Fall 2024

§ 7-61-103’s source at colorado​.gov