2018 Colorado Revised Statutes
Title 7 - Corporations and Associations
Article 64 - Colorado Uniform Partnership Act (1997)
Part 1 - General Provisions
§ 7-64-103. Effect of partnership agreement - nonwaivable provisions - statute of frauds

  • (1) To the extent the partnership agreement does not otherwise provide, this article governs relations among the partners and between the partners and the partnership.

  • (2) The partnership agreement may not:

    • (a) Vary the rights and duties under section 7-64-105, except to eliminate the duty to provide copies of statements to all of the partners;

    • (b) Unreasonably restrict the right of access to books and records under section 7-64-403 (2) or unreasonably limit the obligations of the partners or the partnership under section 7-64-403 (3);

    • (c) Eliminate any of the duties specified in section 7-64-404 (1)(a), (1)(b), or (1)(c) or in section 7-64-603 (2)(c); except that:

      • (I) The partnership agreement may identify types or categories of activities that do not violate any of the duties specified in section 7-64-404 (1)(a), (1)(b), or (1)(c), if not manifestly unreasonable; or

      • (II) All of the partners or a number or percentage stated in the partnership agreement may authorize or ratify, after full disclosure of all material facts, an act or transaction that otherwise would violate any of the duties stated in section 7-64-404 (1)(a), (1)(b), or (1)(c);

    • (d) Unreasonably reduce the duty of care under section 7-64-404 (3) or 7-64-603 (2)(c);

    • (e) Eliminate the obligation of good faith and fair dealing under section 7-64-404 (3), but the partnership agreement may prescribe the standards by which the performance of the obligation is to be measured, if the standards are not manifestly unreasonable;

    • (f) Vary the power to dissociate as a partner under section 7-64-602 (1), except to require the notice under section 7-64-601 (1)(a) to be in writing;

    • (g) Vary the right of a court to expel a partner in the events specified in section 7-64-601 (1)(e);

    • (h) Vary the requirement to wind up the partnership business in cases specified in section 7-64-801 (1)(d), (1)(e), or (1)(f);

    • (i) Restrict rights of third persons under this article; or

    • (j) Vary the law applicable to limited liability partnerships as set forth in section 7-64-106 (3).

  • (3) A partnership agreement is not subject to any statute of frauds, including section 38-10-112, C.R.S., regarding void agreements, but not including any requirement under this article that a particular action or provision be reflected in a writing.

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