§ 7-60-118 — Rights and duties of partners

Colorado § 7-60-118

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Uniform Partnership Law

Text

(1) The rights and duties of the
partners in relation to the partnership shall be determined, subject to any
agreement between them, by the following rules:

(a) Each partner shall be repaid such partner's contributions, whether by way
of capital or advances to the partnership property and share equally in the profits
and surplus remaining after all liabilities, including those to partners, are satisfied
and shall contribute toward the losses whether of capital or otherwise sustained by
the partnership according to such partner's share in the profits; except that a
partner in a limited liability partnership shall not be obligated to contribute to
partnership losses in excess of the partner's interest in the partnership beyond the
extent:

(I) Such obligation to contribute is set out in a writing signed by the partner;
or

(II) Such loss is attributable to an obligation or liability for which the partner
would have individual liability under section 7-60-115 (2).

(b) The partnership shall indemnify every partner in respect of payments
made and personal liabilities reasonably incurred by the partner in the ordinary and
proper conduct of its business or for the preservation of its business or property.

(c) A partner who in aid of the partnership makes any payment or advance
beyond the amount of capital that the partner agreed to contribute shall be paid
interest from the date of the payment or advance.

(d) A partner shall receive interest on the capital contributed by the partner
only from the date when repayment should be made.

(e) All partners have equal rights in the management and conduct of the
partnership business.

(f) No partner is entitled to remuneration for acting in the partnership
business, but a surviving partner is entitled to reasonable compensation for the
partner's services in winding up the partnership affairs.

(g) No person can become a member of a partnership without the consent of
all the partners.

(h) Any difference arising as to ordinary matters connected with the
partnership business may be decided by a majority of the partners; but no act in
contravention of any agreement between the partners may be done rightfully
without the consent of all the partners.

Legislative History

Source: L. 31: p. 654, � 18. CSA: C. 123, � 18. CRS 53: � 104-1-18. C.R.S. 1963: � 104-1-18. L. 95: (1)(a) amended, p. 779, � 5, effective May 24. L. 2004: IP(1)(a), (1)(b), (1)(c), (1)(d), and (1)(f) amended, p. 1425, � 80, effective July 1.