Colorado § 7-64-308 Liability of purported partner

Colorado Statutes

§ 7-64-308 — Liability of purported partner

Colorado § 7-64-308

Title 07Corporations

Art.Colorado Uniform Partnership Act (1997)

This text of Colorado § 7-64-308 (Liability of purported partner) is published on Counsel Stack Legal Research, covering Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Colo. Rev. Stat. § 7-64-308 (2026).

Text

(1)If a person, by words or conduct, purports to be a partner, or consents to being represented by another as a partner, in a partnership or with one or more persons not partners, the purported partner is liable to a person to whom the representation is made, if that person, relying on the representation, enters into a transaction with the actual or purported partnership. If the representation, either by the purported partner or by a person with the purported partner's consent, is made in a public manner, the purported partner is liable to a person who relies upon the purported partnership even if the purported partner is not aware of being held out as a partner to the claimant. If a partnership obligation results, the purported partner is liable with respect to that obligation

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(1) If a person, by words or
conduct, purports to be a partner, or consents to being represented by another as a
partner, in a partnership or with one or more persons not partners, the purported
partner is liable to a person to whom the representation is made, if that person,
relying on the representation, enters into a transaction with the actual or purported
partnership. If the representation, either by the purported partner or by a person
with the purported partner's consent, is made in a public manner, the purported
partner is liable to a person who relies upon the purported partnership even if the
purported partner is not aware of being held out as a partner to the claimant. If a
partnership obligation results, the purported partner is liable with respect to that
obligation as if the purported partner were a partner in the partnership, and, if the
partnership is a limited liability partnership, the purported partner's liability is
subject to section 7-64-306 as if the purported partner were a partner in the limited
liability partnership. If no partnership obligation results, the purported partner is
liable with respect to that liability jointly and severally with any other person
consenting to the representation.

(2) If a person is thus represented to be a partner in an existing partnership,
or with one or more persons not partners, the purported partner is an agent of
persons consenting to the representation to bind them to the same extent and in
the same manner as if the purported partner were a partner, with respect to
persons who enter into transactions in reliance upon the representation. If all of the
partners of the existing partnership consent to the representation, a partnership
act or partnership obligation results. If fewer than all of the partners of the existing
partnership consent to the representation, the person acting and the partners
consenting to the representation are jointly and severally liable.

(3) A person is not liable as a partner merely because the person is named by
another in a statement of partnership authority.

(4) A person does not continue to be liable as a partner merely because of a
failure to deliver to the secretary of state for filing a statement of dissociation or an
amendment of a statement of partnership authority to indicate the partner's
dissociation from the partnership.

(5) Except as otherwise provided in subsections (1) and (2) of this section,
persons who are not partners as to each other are not liable as partners to other persons.