§ 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.

Legislative History

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.