Colorado Operating Agreement

The Colorado partnership agreement details how a co-owned for-profit business is managed and by whom as well as the rights, status, and protections of the partners.  In addition to establishing such guidelines, partners are granted the security that a properly executed contract allows.

Last updated December 18th, 2024

The Colorado partnership agreement details how a co-owned for-profit business is managed and by whom as well as the rights, status, and protections of the partners.  In addition to establishing such guidelines, partners are granted the security that a properly executed contract allows.

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Colorado Partnership Types (4)

Partnership Type State Filing Requirement
General Partnership (GP) Colorado Business Database Search. Paper Filings Only:
Statement of Partnership Authority($150.00)
Limited Partnership (LP) Certificate of Limited Partnership
Paper Forms Are Not Accepted: Colorado Secretary of State ($50.00)
Limited Liability Partnership (LLP) Statement of Registration to Register as a Limited Liability Partnership
Paper Forms Are No Longer Accepted: Colorado Secretary of State ($50.00)
Limited Liability Limited Partnership (LLLP) Combined Certificate of Limited Partnership and Statement of Registration to Register as a Limited Liability Limited Partnership
Explicitly Required To File Online: Colorado Secretary of State ($50.00)

Fiduciary Duty

  • Partners:
    • Duty Of Care: Partners must be mindful of their duties and refrain from “intentional misconduct, or a knowing violation of law” during the formation, life, and winding down of the partnership. [1]
    • Duty Of Loyalty: Colorado expects partners to “refrain from competing” with any partnership while they are a member. [2]
    • Partners must deliver “true and full information” regarding the partnership to the legal representative of deceased or disabled partners upon request or demand accordingly. [3]
    • Partners must specifically “account to the partnership” all trustee benefits and holds accordingly.[4]

Liability

  • General partners
    • A general partner assumes the same level of liability “to persons other than the partnership and other partners” in limited liability partnerships and limited liability limited partnerships. [5]
  • Limited partners
    • A limited partner is not liable for a limited partnership’s obligations; however, they carry liability if they participate “in control of the business” when a liability is incurred or by taking actions solely reserved for general partners as per the partnership agreement. [6]
    • Limited partners do not generally risk direct or indirect liability in a limited liability partnership; however, they can be held accountable when losses are incurred due to their “own negligence, wrongful acts, or misconduct.” [7][8]
  • Partnerships
    • A partnership is responsible for the “wrongful act or omission” actions that a partner’s actions cause during ordinary business. [9]
    • Partnerships must “make good the loss” by a partner’s misapplication of received money or property from a third party to the partnership while under the authority and approval of that partnership. [10]

State Definitions (4)

Partnership means at least two individuals act as co-owners of a “business for profit.” [11]

Limited partnership means the entity formed by at least one general partner and at least one limited partner under section 7-61-103 where the limited partner has not been “bound by the obligations of the partnership.” [12]

Limited Liability Partnership means a partnership that is both an LLP and LP that has “not made the election” in 7-61-129 or 7-62-1104 and have delivered the appropriate statements of registration with the secretary of state. [13]

Limited liability limited partnership means a domestic limited partnership that declared the required elections found in section 7-61-129 or section 7-62-1104 in order to register with the state. [14]