§ 7-63-116 — Dissolution and termination

Colorado § 7-63-116

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Colorado Limited Partnership Association Act

Text

(1) An association shall have
indefinite duration and shall continue until terminated as provided in this section.
An association shall continue even though it has only one member or only one
person owning all of the interests in the association. An association may be
dissolved by a vote of all of its members or upon the other events or circumstances
as may be provided in the bylaws.

(2) After an association is dissolved, its business and affairs shall be wound
up and its property distributed; except that the property of the association shall be
applied first to the satisfaction of its liabilities and indebtedness and then to
distributions among the members with respect to their interests as members.

(3) If assets of an association have been distributed to members in the
winding up of the association before its liabilities and indebtedness have been paid
or adequately provided for, the association before its termination, and, after its
termination, the creditors of an association shall have a claim against members
receiving distributions for such liabilities and indebtedness not barred by applicable
statutes of limitation; except that a member's total liability for all claims under this
section may not exceed the total value of assets distributed to the member, as such
value is determined at the time of distribution. Any member required to return any
portion of the value of assets received by the member in liquidation shall be
entitled to contribution from all other members. Each such contribution shall be in
accordance with the contributing member's rights and interests and shall not
exceed the value of the assets received by the contributing member in dissolution.

(4) Distributions among members shall be in accordance with the priorities
and proportions of their respective claims and interests.

(5) Upon the apparent completion of the winding up and distribution, the
association shall file articles of dissolution with the secretary of state stating the
domestic entity name of the association, the principal office address of the
association's principal office, and that the association is dissolved. After the filing
of articles of dissolution, the association's managers and agents shall continue to
have authority to convey any real or personal property held in the domestic entity
name of the association and otherwise act as provided in the bylaws or, subject to
the bylaws, as provided in this article to complete the winding up or distribution.

(6) Subsections (1) and (4) of this section are default rules, subject to the
bylaws.

(7) (Deleted by amendment, L. 2004, p. 1448, � 153, effective July 1, 2004.)

Legislative History

Source: L. 95: Entire article added, p. 800, � 18, effective May 24. L. 2000: (5) amended and (7) added, p. 954, � 29, effective July 1. L. 2004: (5) and (7) amended, p. 1448, � 153, effective July 1.