Colorado § 7-61-103 - Formation.

§ 7-61-103. Formation.

(1) Two or more persons desiring to form a limited partnership shall:

(a) Sign and swear to a certificate which shall state:

(I) The name of the partnership;

(II) The character of the business;

(III) The location of the principal place of business;

(IV) The name and place of residence of each member, general and limited partners being respectively designated;

(V) The duration for which the partnership is to exist;

(VI) The amount of cash and a description of and the agreed value of the other property contributed by each limited partner;

(VII) The additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made;

(VIII) The time, if agreed upon, when the contribution of each limited partner is to be returned;

(IX) The share of the profits or the other compensation by way of income that each limited partner shall receive by reason of the limited partner's contribution;

(X) The right, if given, of a limited partner to substitute an assignee as contributor in the place of the limited partner and the terms and conditions of the substitution;

(XI) The right, if given, of the partners to admit additional limited partners;

(XII) The right, if given, of one or more of the limited partners to priority over other limited partners as to contributions or as to compensation by way of income and the nature of such priority;

(XIII) The right, if given, of remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and

(XIV) The right, if given, of a limited partner to demand and receive property other than cash in return for the limited partner's contribution.

(b) File for record the certificate in the office of the county clerk and recorder.

(2) A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.

Source: L. 31: p. 626, § 2. CSA: C. 123, § 45. CRS 53: § 104-2-2. C.R.S. 1963: § 104-2-2. L. 2004: (1)(a)(V), (1)(a)(IX), (1)(a)(X), and (1)(a)(XIV) amended, p. 1436, § 109, effective July 1.

ANNOTATION

Law reviews. For article, "Guess Who's Coming to Closing", see 11 Colo. Law. 689 (1982).

Annotator's note. Since § 7-61-103 is similar to repealed laws antecedent to CSA, C. 123, § 80, a relevant case construing a prior provision has been included with the annotations to this section.

The purpose of this section is to prevent parties putting in property of uncertain and estimated value and calling it cash, thus obtaining a credit to which their capital would not entitle them. Holliday v. Union Bag Co., 3 Colo. 342 (1877).

However, this section does not require that capital should be paid in cash. Holliday v. Union Bag Co., 3 Colo. 342 (1877).

Rather, this section intends that when capital is paid in property it should be so stated, and its cash value given, for one of the essential precautions of the law is, that public notice must be given of the amount paid in so that the public may be enabled to estimate correctly the credit to be given to the partnership. Holliday v. Union Bag Co., 3 Colo. 342 (1877).

Section 7-61-117, when considered in conjunction with this section and § 7-61-118, does not bar suit nor entry of judgment and only reflects that a limited partner "shall not receive" a cash distribution in preference to creditors of the partnership when such distribution would result in insufficient assets remaining to pay creditors. Horizon Venture v. Horizon P'ship, 791 P.2d 1223 (Colo. App. 1990).