C.R.S. Section 7-64-701
Purchase of dissociated partner’s interest


(1)

If a partner is dissociated from a partnership without resulting in a dissolution and winding up of the partnership business under section 7-64-801, the partnership shall cause the dissociated partner’s interest in the partnership to be purchased for a buyout price determined pursuant to subsection (2) of this section.

(2)

The buyout price of a dissociated partner’s interest is an amount equal to the value of the partner’s interest in the partnership. Interest shall be paid from the date of dissociation to the date of payment.

(3)

Damages for wrongful dissociation under section 7-64-602 (2), and all other amounts owing, whether or not presently due, from the dissociated partner to the partnership, shall be offset against the buyout price. Interest shall be paid from the date the amount owed becomes due to the date of payment.

(4)

A partnership shall indemnify a dissociated partner whose interest is being purchased against all partnership obligations, whether incurred before or after the dissociation, except partnership obligations incurred by an act of the dissociated partner under section 7-64-702.

(5)

If no agreement for the purchase of a dissociated partner’s interest is reached within one hundred twenty days after a written demand for payment, the partnership shall pay, or cause to be paid, in cash to the dissociated partner the amount the partnership estimates to be the buyout price and accrued interest, reduced by any offsets and accrued interest under subsection (3) of this section.

(6)

If a deferred payment is authorized under subsection (8) of this section, the partnership may tender a written offer to pay the amount it estimates to be the buyout price and accrued interest, reduced by any offsets under subsection (3) of this section, stating the time of payment, the amount and type of security for payment, and the other terms and conditions of the obligation.

(7)

The payment or tender required by subsection (5) or (6) of this section shall be accompanied by the following:

(a)

A written statement of partnership assets and liabilities as of the date of dissociation;

(b)

The latest available partnership balance sheet and income statement, if any;

(c)

A written explanation of how the estimated amount of the payment was calculated; and

(d)

A written statement that the payment is in full satisfaction of the obligation to purchase unless, within one hundred twenty days after receipt of the written statement, the dissociated partner commences an action to determine the buyout price, any offsets under subsection (3) of this section, or other terms of the obligation to purchase.

(8)

Payment of any portion of the buyout price to a partner who wrongfully dissociates before the expiration of a definite term or the completion of a particular undertaking may be deferred until the expiration of the term or completion of the undertaking, unless the partner establishes to the satisfaction of the court that earlier payment will not cause undue hardship to the business of the partnership. A deferred payment shall be adequately secured and bear interest.

(9)

A dissociated partner may maintain an action against the partnership, pursuant to section 7-64-405 (2)(b)(II), to determine the buyout price of that partner’s interest, any offsets under subsection (3) of this section, or other terms of the obligation to purchase. The action shall be commenced within one hundred twenty days after the partnership has tendered payment or an offer to pay or within one year after written demand for payment if no payment or offer to pay is tendered. The court shall determine the buyout price of the dissociated partner’s interest, any offset due under subsection (3) of this section, and accrued interest and enter judgment for any additional payment or refund. If deferred payment is authorized under subsection (8) of this section, the court shall also determine the security for payment and other terms of the obligation to purchase. The court may assess reasonable attorneys’ fees and the fees and expenses of appraisers or other experts for a party to the action, in amounts the court finds equitable, against a party that the court finds acted arbitrarily, vexatiously, or not in good faith. The finding may be based on the partnership’s failure to tender payment or an offer to pay or to comply with subsection (7) of this section.

Source: Section 7-64-701 — Purchase of dissociated partner’s interest, 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

§ 7-64-701’s source at colorado​.gov