2020 Colorado Revised Statutes
Title 7 - Corporations And Associations
Article 64. Colorado Uniform Partnership Act (1997)
Section 7-64-401. Partner's rights and duties.
(1) Each partner is deemed to have an account that is:
Credited with an amount equal to the money plus the value of any other property, netof the amount of any liabilities, the partner contributes to the partnership and the partner's share of the partnership profits; and
Charged with an amount equal to the money plus the value of any other property, netof the amount of any liabilities, distributed by the partnership to the partner and the partner's share of the partnership losses.
Each partner is entitled to an equal share of the partnership profits and is chargeablewith a share of the partnership losses in proportion to the partner's share of the profits.
A partnership shall reimburse a partner for payments made and indemnify a partnerfor liabilities incurred by the partner in the ordinary course of the business of the partnership or for the preservation of its business or property; provided, however, that such payments were made or liabilities incurred without violation of the partner's duties to the partnership or the other partners.
A partnership shall reimburse a partner for an advance to the partnership beyond theamount of capital the partner agreed to contribute.
A payment or advance made by a partner which gives rise to a partnership obligationunder subsection (3) or (4) of this section constitutes a loan to the partnership which accrues interest from the date of the payment or advance.
Each partner has equal rights in the management and conduct of the partnership business.
A partner may use or possess partnership property only on behalf of the partnership.
A partner is not entitled to remuneration for services performed for the partnershipexcept for reasonable compensation for services rendered in winding up the business of the partnership.
A person may become a partner only with the consent of all of the partners.
A difference arising as to a matter in the ordinary course of business of a partnership may be decided by a majority of the partners. An act outside the ordinary course of business of a partnership and an amendment to the partnership agreement may be undertaken only with the consent of all of the partners.
This section does not affect the obligations of a partnership to other persons undersection 7-64-301.
Source: L. 97: Entire article added, p. 879, § 1, effective January 1, 1998.
