Colorado § 7-64-404 General standards of partner's conduct

Colorado Statutes

§ 7-64-404 — General standards of partner's conduct

Colorado § 7-64-404

Title 07Corporations

Art.Colorado Uniform Partnership Act (1997)

This text of Colorado § 7-64-404 (General standards of partner's conduct) 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. § 7-64-404 (2026).

Text

(1)The duties a partner owes to the partnership and the other partners, in addition to those established elsewhere in this article, include the duties to:

(a)Account to the partnership and hold as trustee for it any property, profit, or benefit derived by the partner in the conduct or winding up of the partnership business or derived from a use by the partner of partnership property, including the appropriation of a partnership opportunity;

(b)Refrain from dealing with the partnership in the conduct or winding up of the partnership business as or on behalf of a party having an interest adverse to the partnership;

(c)Refrain from competing with the partnership in the conduct of the partnership business before the dissolution of the partnership; and

(d)Comply with the provis

Free access — add to your briefcase to read the full text and ask questions with AI

(1) The duties a partner
owes to the partnership and the other partners, in addition to those established
elsewhere in this article, include the duties to:

(a) Account to the partnership and hold as trustee for it any property, profit,
or benefit derived by the partner in the conduct or winding up of the partnership
business or derived from a use by the partner of partnership property, including the
appropriation of a partnership opportunity;

(b) Refrain from dealing with the partnership in the conduct or winding up of
the partnership business as or on behalf of a party having an interest adverse to the
partnership;

(c) Refrain from competing with the partnership in the conduct of the
partnership business before the dissolution of the partnership; and

(d) Comply with the provisions of the partnership agreement.

(2) A partner owes to the partnership and the other partners a duty of care in
the conduct and winding up of the partnership business which shall be limited to
refraining from engaging in grossly negligent or reckless conduct, intentional
misconduct, or a knowing violation of law.

(3) A partner shall discharge the partner's duties to the partnership and the
other partners and exercise any rights consistently with the obligation of good faith
and fair dealing.

(4) A partner does not violate a duty or obligation to the partnership or the
other partners solely because the partner's conduct furthers the partner's own
interest.

(5) A partner may lend money to and transact other business with the
partnership, and as to each loan or transaction the rights and obligations of the
partner may be exercised or performed in the same manner as those of a person
who is not a partner, subject to other applicable law.

(6) If a partnership is formed, the duties a partner owes to the partnership
and the other partners pertain to all transactions connected with the formation,
conduct, or liquidation of the partnership.

(7) This section applies to a person winding up the partnership business as
the personal or legal representative of the last surviving partner as if the person
were a partner.