Colorado § 7-62-101 - Definitions.

§ 7-62-101. Definitions.

As used in this article, unless the context otherwise requires:

(1) "Certificate of limited partnership" means the certificate referred to in section 7-62-201, and the certificate as amended.

(2) "Contribution" means any cash, property, services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services that a partner contributes to a limited partnership in the partner's capacity as a partner.

(3) "Event of withdrawal of a general partner" means an event that causes a person to cease to be a general partner as provided in section 7-62-402.

(3.5) and (4) (Deleted by amendment, L. 2003, p. 2241, § 123, effective July 1, 2004.)

(5) "General partner" means a person:

(a) Who has been admitted to a limited partnership as a general partner in accordance with the partnership agreement or this article, including a person who is admitted as a general partner without making or being obligated to make a contribution or without acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission; and

(b) Who is named in the certificate of limited partnership as a general partner.

(5.5) "Limited liability partnership" means a limited liability partnership as defined in section 7-60-102 (4.7) or section 7-64-101 (13).

(6) "Limited partner" means a person who has been admitted to a limited partnership as a limited partner in accordance with the partnership agreement or this article, including a person who is admitted as a limited partner without making or being obligated to make a contribution or without acquiring a partnership interest, if in either case such admission is pursuant to a written partnership agreement or other writing confirming the admission, as provided in sections 7-62-301 and 7-62-306 or, in the case of a foreign limited partnership, in accordance with the law of the foreign jurisdiction under which the limited partnership is formed.

(7) "Limited partnership" or "domestic limited partnership" means an entity formed under this article by two or more persons and having one or more general partners and one or more limited partners. A limited liability limited partnership is for all purposes a limited partnership. At formation, a limited partnership shall have at least one partner who has a partnership interest.

(8) "Partner" means a limited or general partner.

(9) "Partnership agreement" means any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

(10) "Partnership interest" means a partner's share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

(11) (Deleted by amendment, L. 2003, p. 2241, § 123, effective July 1, 2004.)

(12) "Limited liability limited partnership" means a domestic limited partnership that has registered under section 7-60-144 or 7-64-1002.

Source: L. 81: Entire article added, p. 433, § 1, effective November 1. L. 86: (6) amended, p. 448, § 1, effective July 1. L. 95: (4) and (7) amended and (3.5), (5.5), and (12) added, p. 787, § 12, effective May 24. L. 97: (5.5) and (12) amended, p. 916, § 4, effective January 1, 1998. L. 2003: (3.5), (4), (6), (7), (11), and (12) amended, p. 2241, § 123, effective July 1, 2004. L. 2004: (2), (5.5), (7), and (12) amended, p. 1439, § 123, effective July 1. L. 2009: (5), (6), and (7) amended, (HB 09-1248), ch. 252, p. 1129, § 4, effective May 14.

Cross references: For additional definitions applicable to this article, see § 7-90-102.

ANNOTATION

Law reviews. For comment, "The Colorado Changes to the Revised Uniform Limited Partnership Act", see 53 U. Colo. L. Rev. 823 (1982).

A partnership that was part of a Ponzi scheme was void and therefore the provisions of the Colorado Limited Partnership Act of 1981 did not apply. Sender v. Simon, 174 B.R. 601 (Bankr. D. Colo. 1994).