C.R.S. Section 7-64-202
Formation of partnership

(1)

Except as otherwise provided in subsection (2) of this section, the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. A limited liability partnership is for all purposes a partnership.

(2)

Subject to section 7-64-1205, an association is not a partnership under this article if it is formed under a statute other than:

(a)

This article;

(b)

Article 60 of this title; or

(c)

A comparable statute of another jurisdiction. A partnership that is subject to article 60 of this title by reason of the first sentence of subsection (2) of section 7-60-106 shall be deemed to be formed under article 60 for purposes of this subsection (2).

(3)

In determining whether a partnership is formed, the following rules apply:

(a)

Joint tenancy, tenancy in common, tenancy by the entireties, joint property, common property, or part ownership does not by itself establish a partnership, even if the co-owners share profits made by the use of the property.

(b)

The sharing of gross returns does not by itself establish a partnership, even if the persons sharing them have a joint or common right or interest in property from which the returns are derived.

(c)

A person who receives a share of the profits of a business is presumed to be a partner in the business, unless the profits were received in payment:

(I)

Of a debt by installments or otherwise;

(II)

For services as an independent contractor or of wages or other compensation to an employee;

(III)

Of rent;

(IV)

Of an annuity or other retirement or health benefit to a beneficiary, representative, or designee of a deceased or retired partner;

(V)

Of interest or other charge on a loan, even if the amount of payment varies with the profits of the business, including a direct or indirect present or future ownership of the collateral or rights to income, proceeds, or increase in value derived from the collateral; or

(VI)

For the sale of the goodwill of a business or other property by installments or otherwise.

Source: Section 7-64-202 — Formation of partnership, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑64‑101
Definitions 7‑64‑102
Knowledge and notice 7‑64‑103
Effect of partnership agreement - nonwaivable provisions - statute of frauds 7‑64‑104
Supplemental principles of law 7‑64‑105
Filing and recording of statements 7‑64‑106
Law governing internal relations 7‑64‑107
Partnership subject to amendment or repeal of article 7‑64‑201
Partnership as entity 7‑64‑202
Formation of partnership 7‑64‑203
Partnership property 7‑64‑204
When property is partnership property 7‑64‑205
Admission without contribution or transferrable interest 7‑64‑301
Partner agent of partnership 7‑64‑302
Transfer of partnership property 7‑64‑303
Statement of partnership authority 7‑64‑304
Statement of denial 7‑64‑305
Partnership liable for partner’s actionable conduct 7‑64‑306
Partner’s liability 7‑64‑307
Actions by and against partnership and partners 7‑64‑308
Liability of purported partner 7‑64‑401
Partner’s rights and duties 7‑64‑402
Distributions in kind 7‑64‑403
Partner’s rights and duties with respect to information 7‑64‑404
General standards of partner’s conduct 7‑64‑405
Actions by partnership and partners 7‑64‑406
Continuation of partnership beyond definite term or particular undertaking 7‑64‑501
Partner not co-owner of partnership property 7‑64‑502
Partner’s transferable interest in partnership 7‑64‑503
Transfer of partner’s transferable interest 7‑64‑504
Partner’s transferable interest subject to charging order 7‑64‑601
Events causing partner’s dissociation 7‑64‑602
Partner’s power to dissociate - wrongful dissociation 7‑64‑603
Effect of partner’s dissociation 7‑64‑701
Purchase of dissociated partner’s interest 7‑64‑702
Dissociated partner’s power to bind and liability to partnership 7‑64‑703
Dissociated partner’s liability to other persons 7‑64‑704
Statement of dissociation 7‑64‑705
Continued use of partnership name 7‑64‑801
Events causing dissolution and winding up of partnership business 7‑64‑802
Partnership continues after dissolution 7‑64‑803
Right to wind up partnership business 7‑64‑804
Partner’s power to bind partnership after dissolution 7‑64‑805
Statement of dissolution 7‑64‑806
Partner’s liability to other partners after dissolution 7‑64‑807
Settlement of accounts and contributions among partners 7‑64‑1001
Definitions 7‑64‑1002
Registration 7‑64‑1004
Limitations on distributions to general partner 7‑64‑1007
Periodic reports 7‑64‑1008.5
Registered agent - service of process 7‑64‑1009
Application of corporation case law to set aside limited liability 7‑64‑1010
Scope of part - choice of law - application to professions and occupations 7‑64‑1101
Filing requirements 7‑64‑1201
Uniformity of application and construction 7‑64‑1202
Title 7‑64‑1203
Severability clause 7‑64‑1204
Effective date 7‑64‑1205
Applicability 7‑64‑1206
Saving clause
Green check means up to date. Up to date

Current through Fall 2024

§ 7-64-202’s source at colorado​.gov