C.R.S. Section 7-64-308
Liability of purported partner

(1)

If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner’s consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If a partnership obligation results, the purported partner is liable with respect to that obligation as if the purported partner were a partner in the partnership, and, if the partnership is a limited liability partnership, the purported partner’s liability is subject to section 7-64-306 as if the purported partner were a partner in the limited liability partnership. If no partnership obligation results, the purported partner is liable with respect to that liability jointly and severally with any other person consenting to the representation.

(2)

If a person is thus represented to be a partner in an existing partnership, or with one or more persons not partners, the purported partner is an agent of persons consenting to the representation to bind them to the same extent and in the same manner as if the purported partner were a partner, with respect to persons who enter into transactions in reliance upon the representation. If all of the partners of the existing partnership consent to the representation, a partnership act or partnership obligation results. If fewer than all of the partners of the existing partnership consent to the representation, the person acting and the partners consenting to the representation are jointly and severally liable.

(3)

A person is not liable as a partner merely because the person is named by another in a statement of partnership authority.

(4)

A person does not continue to be liable as a partner merely because of a failure to deliver to the secretary of state for filing a statement of dissociation or an amendment of a statement of partnership authority to indicate the partner’s dissociation from the partnership.

(5)

Except as otherwise provided in subsections (1) and (2) of this section, persons who are not partners as to each other are not liable as partners to other persons.

Source: Section 7-64-308 — Liability of purported partner, 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

§ 7-64-308’s source at colorado​.gov