§ 7-62-205 — Presumptions

Colorado § 7-62-205

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Colorado Uniform Limited

Text

(1) (Deleted by amendment, L. 2003, p. 2244, � 130, effective July 1, 2004.)

(2) (a) For the purposes of this subsection (2), the definitions in section 7-62-101 shall apply; except that:

(I) General partner includes a partner who is identified or otherwise
classified as a general partner by or in accordance with the agreement of the
partners, notwithstanding any delay or failure to file an original certificate of
limited partnership naming the general partner as such.

(II) Limited partner includes a partner who is identified or otherwise
classified as a limited partner by or in accordance with the agreement of the
partners, notwithstanding any delay or failure to file an original certificate of
limited partnership.

(III) Limited partnership includes a partnership before the filing of the
original certificate of limited partnership with the secretary of state and in which
there is at least one general partner and one limited partner.

(IV) Partner includes a person who enters into the agreement
contemplated in paragraph (b) of this subsection (2) as a co-owner with the rights of
a general partner or a limited partner or who acquires an interest in a limited
partnership as a co-owner with such rights.

(b) The presumptions set forth in this subsection (2) shall apply to each
limited partnership whose partners enter into an agreement on or after October 31,
1981, to form such limited partnership, and to which a contribution is made by or on
behalf of one or more of such partners before the filing of an original certificate of
limited partnership for such partnership.

(c) It shall be presumed that the partners of such limited partnership shall
have agreed that:

(I) The relationship of the partners with respect to any contributions made to
the partnership and relations among the partners and between the partners and the
partnership shall be the same as if a certificate of limited partnership had been
filed pursuant to section 7-62-201 at the time the partners entered into the
agreement contemplated in paragraph (b) of this subsection (2); and

(II) The general partners of such limited partnership shall approve such
certificate and that the same shall be delivered to the secretary of state for filing
pursuant to part 3 of article 90 of this title.

(III) (Deleted by amendment, L. 2003, p. 2244, � 130, effective July 1, 2004.)

(c.5) The failure or refusal of the general partners to approve such
certificate or to deliver such certificate to the secretary of state, for filing pursuant
to part 3 of article 90 of this title, shall entitle any partner to obtain a court order
pursuant to section 7-90-313 approving an appropriate certificate and ordering the
secretary of state to file the approved certificate.

(d) The presumptions set forth in this subsection (2) shall apply to such a
limited partnership, notwithstanding any one or more provisions of any agreement
of the partners of such limited partnership that:

(I) The term of such partnership shall commence upon the filing of such
certificate;

(II) An agreement sets forth the entire understanding of the parties; or

(III) The agreement of the parties shall be in writing.

(e) The presumption set forth in subparagraph (II) of paragraph (c) of this
subsection (2) shall not apply in an action for damages against a general partner by
the other partners based on any delay or failure in the filing of a certificate of
limited partnership.

Legislative History

Source: L. 81: Entire article added, p. 439, � 1, effective November 1. L. 86: Entire section R&RE, p. 451, � 10, effective July 1. L. 99: Entire section amended, p. 143, � 1, effective March 24. L. 2002: (1), (2)(c)(II), (2)(c)(III), and (2)(e) amended, p. 1822, � 40, effective July 1; (1), (2)(c)(II), (2)(c)(III), and (2)(e) amended, p. 1686, � 38, effective October 1. L. 2003: (1) and (2)(c) amended and (2)(c.5) added, p. 2244, � 130, effective July 1, 2004.