(1) Two or more persons desiring to form a limited partnership shall:(a) Sign and swear to a certificate which shall state:(I) The name of the partnership;(II) The character of the business;(III) The location of the principal place of business;(IV) The name and place of residence of each member, general and limited partners being respectively designated;(V) The duration for which the partnership is to exist;(VI) The amount of cash and a description of and the agreed value of the other property contributed by each limited partner;(VII) The additional contributions, if any, agreed to be made by each limited partner and the times at which or events on the happening of which they shall be made;(VIII) The time, if agreed upon, when the contribution of each limited partner is to be returned;(IX) The share of the profits or the other compensation by way of income that each limited partner shall receive by reason of the limited partner's contribution;(X) The right, if given, of a limited partner to substitute an assignee as contributor in the place of the limited partner and the terms and conditions of the substitution;(XI) The right, if given, of the partners to admit additional limited ner to substitute an assignee as contributor in the place of the limited partner and the terms and conditions of the substitution;(XI) The right, if given, of the partners to admit additional limited partners;(XII) The right, if given, of one or more of the limited partners to priority over other limited partners as to contributions or as to compensation by way of income and the nature of such priority;(XIII) The right, if given, of remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and(XIV) The right, if given, of a limited partner to demand and receive property other than cash in return for the limited partner's contribution.(b) File for record the certificate in the office of the county clerk and recorder.(2) A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.L. 31: p. 626, § 2. CSA: C. 123, § 45. CRS 53: § 104-2-2. C.R.S. 1963: § 104-2-2. L. 2004: (1)(a)(V), (1)(a)(IX), (1)(a)(X), and (1)(a)(XIV) amended, p. 1436, § 109, effective July 1.
Colorado Legal Code