Colorado § 7-64-404 - General standards of partner's conduct.
Full text of Colorado Colorado Revised Statutes § 7-64-404 — General standards of partner's conduct., with citation guidance and answers to common questions.
§ 7-64-404. General standards of partner's conduct.
(1) The duties a partner owes to the partnership and the other partners, in addition to those established elsewhere in this article, include the duties to:
(a) Account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct or winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;
(b) Refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership;
(c) Refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership; and
(d) Comply with the provisions of the partnership agreement.
(2) A partner owes to the partnership and the other partners a duty of care in the conduct and winding up of the partnership business which shall be limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.
(3) A partner shall discharge the partner's duties to the partnership and the other partners and exercise any rights consistently with the obligation of good faith and fair dealing.
(4) A partner does not violate a duty or obligation to the partnership or the other partners solely because the partner's conduct furthers the partner's own interest.
(5) A partner may lend money to and transact other business with the partnership, and as to each loan or transaction the rights and obligations of the partner may be exercised or performed in the same manner as those of a person who is not a partner, subject to other applicable law.
(6) If a partnership is formed, the duties a partner owes to the partnership and the other partners pertain to all transactions connected with the formation, conduct, or liquidation of the partnership.
(7) This section applies to a person winding up the partnership business as the personal or legal representative of the last surviving partner as if the person were a partner.
Source: L. 97: Entire article added, p. 881, § 1, effective January 1, 1998.
Source: official Colorado text · Last verified 2026-08-27
Frequently Asked Questions About Colorado § 7-64-404
What does Colorado Revised Statutes § 7-64-404 cover?
Section 7-64-404 ("General standards of partner's conduct.") is part of the Colorado Revised Statutes, the codified statutory law of Colorado. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Colorado § 7-64-404?
A common citation format is "Colorado Revised Statutes § 7-64-404" (Colorado). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Colorado law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Colorado official source linked on this page or consult a licensed Colorado attorney.
How does Colorado § 7-64-404 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Colorado can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Colorado.