C.R.S. Section 7-64-303
Statement of partnership authority


(1)

A partnership may deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of partnership authority, which statement shall include:

(a)

The true name of the partnership;

(b)

The principal office address of its principal office, if any, or, if it has no principal office, the street address, and, if different, the mailing address, of its chief executive office, and, in either case, the street address, and, if different, the mailing address, of one office in this state, if there is one; and

(c)

The true names or a description of the partners as to which the partnership makes a statement of partnership authority to execute an instrument transferring real property held in the name of the partnership or to enter into other transactions on behalf of the partnership and the authority, or limitations on authority, of such partners, which authority and limitations may vary among such partners as such variations are stated in the statement of partnership authority.

(2)

If a filed statement of partnership authority states the true name of the partnership but does not contain all of the other information required by subsection (1) of this section, the statement nevertheless operates with respect to a person not a partner as provided in subsections (3) and (4) of this section.

(3)

A filed statement of partnership authority is prima facie evidence of the existence of the partnership and of the facts stated therein and supplements the authority of a partner to enter into transactions on behalf of the partnership as follows:

(a)

Except for transfers of real property, a grant of authority contained in a filed statement of partnership authority is conclusive in favor of a person who gives value without notice to the contrary, so long as and to the extent that a limitation on that authority is not then contained in that or another filed statement. A filed cancellation of a limitation on authority revives the previous grant of authority.

(b)

A grant of authority to transfer real property held in the true name of the partnership, contained in a copy of a filed statement of partnership authority recorded in the office for recording transfers of that real property, is conclusive in favor of a person who gives value without having notice to the contrary, so long as and to the extent that a copy of a filed statement containing a limitation on that authority is not then of record in the office for recording transfers of that real property. The recording in the office for recording transfers of that real property of a copy of a filed statement canceling a limitation on authority revives the previous grant of authority.

(4)

A person not a partner has notice of a limitation on the authority of a partner to transfer real property held in the true name of the partnership if a copy of a filed statement containing the limitation on authority is of record in the office for recording transfers of that real property.

(5)

Except as otherwise provided in subsections (3) and (4) of this section and in sections 7-64-704 (3) and 7-64-805 (3), a person not a partner does not have notice of a limitation on the authority of a partner merely because the limitation is contained in a filed statement.

Source: Section 7-64-303 — Statement of partnership authority, 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

§ 7-64-303’s source at colorado​.gov