C.R.S. Section 7-64-302
Transfer of partnership property

(1)

Partnership property may be transferred as follows:

(a)

Subject to the effect of a statement of partnership authority under section 7-64-303, partnership property held in the name of the partnership may be transferred by an instrument of transfer executed by a partner in the partnership name.

(b)

Partnership property held in the name of one or more partners with an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, but without an indication of the name of the partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(c)

Partnership property held in the name of one or more persons other than the partnership, without an indication in the instrument transferring the property to them of their capacity as partners or of the existence of a partnership, may be transferred by an instrument of transfer executed by the persons in whose name the property is held.

(2)

A partnership may recover partnership property from a transferee only if it proves that execution of the instrument of initial transfer did not bind the partnership under section 7-64-301 and:

(a)

As to a subsequent transferee who gave value for property transferred under paragraph (a) or (b) of subsection (1) of this section, proves that the subsequent transferee had notice that the person who executed the instrument of initial transfer lacked authority to bind the partnership; or

(b)

As to a transferee who gave value for property transferred under paragraph (c) of subsection (1) of this section, proves that the transferee had notice that the property was partnership property and that the person who executed the instrument of initial transfer lacked authority to bind the partnership.

(3)

A partnership may not recover partnership property from a subsequent transferee if the partnership would not have been entitled to recover the property, under subsection (2) of this section, from any earlier transferee of the property.

(4)

If a person holds all of the partners’ interests in the partnership, all of the partnership property vests in that person. The person may execute a document in the name of the partnership to evidence vesting of the property in that person and may file or record the document.

Source: Section 7-64-302 — Transfer of partnership property, 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

§ 7-64-302’s source at colorado​.gov