Colorado § 7-61-130 - Provisions for existing limited partnerships.

§ 7-61-130. Provisions for existing limited partnerships.

(1) A limited partnership formed under any statute of this state prior to April 11, 1931, may become a limited partnership under this article by complying with the provisions of section 7-61-103 if the certificate states:

(a) The amount of the original contributions of each limited partner and the time when the contribution was made; and

(b) That the property of the partnership exceeds the amount sufficient to discharge its liabilities to persons not claiming as general or limited partners by an amount greater than the sum of the contributions of its limited partners.

(2) A limited partnership formed under any statute of this state prior to April 11, 1931, unless it becomes a limited partnership under this article, shall continue to be governed by the provisions of prior existing law, except that such partnership shall not be renewed unless so provided in the original agreement.

Source: L. 31: p. 643, § 30. CSA: C. 123, § 73. CRS 53: § 104-2-30. C.R.S. 1963: § 104-2-30. L. 2003: IP(1) amended, p. 2241, § 122, effective July 1, 2004.

ARTICLE 62

Colorado Uniform Limited Partnership Act of 1981

PART 1

GENERAL PROVISIONS

7-62-101. Definitions.

7-62-102. Name of limited partnership. (Repealed)

7-62-103. Reservation of name. (Repealed)

7-62-104. Registered office - registered agent - repeal. (Repealed)

7-62-104.5. Registered agent - service of process.

7-62-105. Records.

7-62-106. Nature of business.

7-62-107. Business transactions of partner with the partnership.

7-62-108. Service of process on limited partnership - repeal. (Repealed)

7-62-109. Conversion of limited partnership into other entities - repeal. (Repealed)

7-62-110. Statute of frauds - applicability.

PART 2

CERTIFICATE OF LIMITED PARTNERSHIP

7-62-201. Certificates - contents - filing with secretary of state.

7-62-202. Amendment to certificate.

7-62-203. Statement of dissolution.

7-62-204. Approval of certificates.

7-62-205. Presumptions.

7-62-206. Filing in office of secretary of state. (Repealed)

7-62-207. Liability for false statement in certificate.

7-62-208. Notice of existence of limited partnership.

7-62-209. Delivery of certificates to limited partners - repeal. (Repealed)

7-62-210. Merger and consolidation of limited partnerships - repeal. (Repealed)

PART 3

LIMITED PARTNERS

7-62-301. Admission of limited partners.

7-62-302. Voting.

7-62-303. Liability to third parties.

7-62-304. Person erroneously believing self to be a limited partner.

7-62-305. Information and accounting.

7-62-306. Time of admission.

PART 4

GENERAL PARTNERS

7-62-401. Admission of general partners.

7-62-402. Events of withdrawal.

7-62-403. General powers and liabilities.

7-62-404. Contributions by a general partner.

7-62-405. Voting.

PART 5

FINANCE

7-62-501. Form of contribution.

7-62-502. Liability for contributions.

7-62-503. Sharing of profits and losses.

7-62-504. Sharing of distributions.

PART 6

DISTRIBUTIONS AND WITHDRAWAL

7-62-601. Interim distributions.

7-62-602. Withdrawal of general partner.

7-62-603. Withdrawal of limited partner.

7-62-604. Distribution upon withdrawal.

7-62-605. Distribution in kind.

7-62-606. Right to distribution.

7-62-607. Limitations on distribution.

7-62-608. Liability upon return of contribution.

PART 7

ASSIGNMENT OF PARTNERSHIP INTERESTS

7-62-701. Nature of partnership interest.

7-62-702. Assignment of partnership interest.

7-62-703. Rights of creditor.

7-62-704. Right of assignee to become limited partner.

7-62-705. Deceased or incompetent individual partners - dissolved or terminated corporate partners.

PART 8

DISSOLUTION

7-62-801. Dissolution - general rules.

7-62-802. Judicial dissolution.

7-62-803. Winding up.

7-62-804. Distribution of assets.

7-62-805. Domestic entity names - dissolution - repeal. (Repealed)

PART 9

FOREIGN LIMITED PARTNERSHIPS

7-62-901. Law governing foreign limited partnership or foreign limited liability limited partnership. (Repealed)

7-62-902. Authority to transact business or conduct activities required.

7-62-903. Registered agent - service of process.

PART 10

DERIVATIVE ACTIONS

7-62-1001. Right of action.

7-62-1002. Expenses.

7-62-1003. Security and costs.

PART 11

MISCELLANEOUS

7-62-1101. Applicability.

7-62-1102. Construction and application.

7-62-1103. Provisions for existing limited partnerships.

7-62-1104. Rules for cases not provided for in this article - registration as limited liability limited partnership.

7-62-1105. Short title.

PART 12

FEES

7-62-1201. (Repealed)

PART 1

GENERAL PROVISIONS