Colorado § 7-60-144 - Registration of partnerships.

§ 7-60-144. Registration of partnerships.

(1) A partnership governed by this article may register as a limited liability partnership, and a limited partnership that has not made the election provided for in section 7-61-129 or 7-62-1104 may register as a limited liability limited partnership, by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of registration. If a certificate of limited partnership is being filed, the statement of registration may be included in the certificate of limited partnership. The statement of registration shall be approved in the manner provided in the partnership agreement or, if not so provided, shall be approved by all of the general partners. The statement of registration shall state:

(a) The name that has been the true name of the partnership or limited partnership and the name that will be the domestic entity name of the partnership or limited partnership, which domestic entity name shall comply with part 6 of article 90 of this title;

(b) The principal office address of its principal office; and

(c) The registered agent name and registered agent address of its registered agent.

(d) (Deleted by amendment, L. 2004, p. 1432, § 99, effective July 1, 2004.)

(2) (Deleted by amendment, L. 2003, p. 2236, § 115, effective July 1, 2004.)

(3) (Deleted by amendment, L. 2004, p. 1432, § 99, effective July 1, 2004.)

(4) Part 8 of article 90 of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign limited liability partnerships and foreign limited liability limited partnerships.

(4.5) A limited liability partnership or a limited liability limited partnership may cease to be a limited liability partnership or a limited liability limited partnership by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of withdrawal of registration. The statement of withdrawal of registration shall be approved in the manner provided in the partnership agreement or, if not so provided, shall be approved by all of the general partners. The withdrawal of registration shall be effective upon the effective date of the statement of withdrawal of registration.

(5) A partnership or a limited partnership that has been registered under this article is for all purposes the same entity that existed before it registered. A partnership or a limited partnership that withdraws its registration as a limited liability partnership or a limited liability limited partnership is for all purposes the same entity that existed before it withdrew its registration.

(6) Unless the partnership agreement otherwise provides, registration of a partnership shall require the unanimous consent of the general partners in the partnership at the time the statement of registration is delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. The filing of a statement of registration shall be conclusive as to third parties and shall be incontestable by third parties that all conditions precedent to registering as a limited liability partnership or limited liability limited partnership, as the case may be, have been met.

(7) Except as to persons who were partners at the time of filing, the filing of a statement of registration shall be conclusive that all conditions precedent to registration under this section have been met.

Source: L. 95: Entire section added, p. 781, § 11, effective May 24. L. 2000: (1)(a) amended, p. 952, § 18, effective July 1. L. 2002: IP(1), (2)(b), and (3) amended, p. 1821, § 37, effective July 1; IP(1), (2)(b), and (3) amended, p. 1685, § 35, effective October 1. L. 2003: (1) to (4) and (6) amended, p. 2236, § 115, effective July 1, 2004. L. 2004: (1), (3), (5), and (6) amended and (4.5) and (7) added, p. 1432, § 99, effective July 1.

ANNOTATION

Law reviews. For article, "Limited Liability Partnerships and Other Entities Authorized in Colorado", see 24 Colo. Law. 1525 (1995). For article, "Entity and Trade Name Filing Requirements and Customs in Colorado — Part I", see 41 Colo. Law. 57 (Nov. 2012). For article, "Entity and Trade Name Filing Requirements and Customs in Colorado — Part II", see 41 Colo. Law. 25 (Dec. 2012).