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Colorado Revised Statutes

Colo. Rev. Stat. § 7-62-101 (2026)

Definitions

✓ current as of July 2026
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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.

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. Cross references: For additional definitions applicable to this article, see § 7-90-102.

Notes of Decisions
Cited in 8 cases, 1987–1999 · leading case: Fox v. I-10, Ltd., 936 P.2d 580 (Colo. Ct. App. 1996).
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Fox v. I-10, Ltd., 936 P.2d 580 (Colo. Ct. App. 1996). “In November 1982, acting pursuant to the Colorado Limited Partnership Act of 1981, § 7-62-101, et seq., C.R.S. (1986 Repl.Vol.”
Alzado v. Blinder, Robinson & Co., Inc., 752 P.2d 544 (Colo. 1988). “See §§ 7-62-101 to -1201, 3A C.R.S. (1986). Pursuant to § 7-61-129.”
Sender v. Buchanan (In Re Hedged-Investments Assocs., Inc.), 163 B.R. 841 (Bankr.D. Colo. 1994). · cites it 4× “§§ 547 (b), 548(a)(2), and under C.R.S. § 7-62-101, et seq., the Colorado Uniform Limited Partnership Act (“CULPA”).”
Sender v. Powell, 902 P.2d 947 (Colo. Ct. App. 1995). “Sections 7-62-101, et seq., C.R.S. (1986 Repl.”
Hirsch v. Jones Intercable, Inc., 984 P.2d 629 (Colo. 1999). “” The Funds entered into this agreement pursuant to the Colorado Uniform Limited Partnership Act of 1981, sections 7-62-101 to -1201, 2 C.R.S. (1998).”
Harbor Pointe Off. Park, Ltd. v. Prudential Nat'l Assurance Co. (In Re Harbor Pointe Off. Park, Ltd.), 83 B.R. 44 (Bankr.D. Colo. 1988). · cites it 2× “, and the Colorado Uniform Limited Partnership Act of 1981, C.R.S. §§ 7-62-101, et seq, which pertain to the dissolution of a partnership and the resulting inability of a partner to bind the partnership to third parties.”
Mahon v. Harst, 738 P.2d 1190 (Colo. Ct. App. 1987). · cites it 2× “Removal and substitution of general partners is not within the purview of § 7-61-103(l)(a); hence, an enforceable oral agreement to that effect is not precluded. The trial court found that the parties were informed by their attorney at the time they executed the Certificate of…”
Sender v. Hannahs (In Re Hedged Investments Assocs., Inc.), 176 B.R. 214 (D. Colo. 1994). · cites it 2× “The bankruptcy judge rejected this claim as pleaded under the 1981 version of the Act, C.R.S. § 7-62-101, et seq., because the limited partnership to which the defendant subscribed was not formed under that statute and there was no evidence that it ever elected to come under it.”
Colo. Rev. Stat. § 7-62-101(9): 1 case
Mahon v. Harst, 738 P.2d 1190 (Colo. Ct. App. 1987). “Removal and substitution of general partners is not within the purview of § 7-61-103(l)(a); hence, an enforceable oral agreement to that effect is not precluded. The trial court found that the parties were informed by their attorney at the time they executed the Certificate of…”
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