Domestic Limited Partnership Formation Filing in Colorado
At a glance
| Governing law and LP scope | Colorado Uniform Limited Partnership Act, art. 62; certificate under § 7-62-201, shared filing law art. 90 |
|---|---|
| Partnership agreement | Valid agreement may be written or oral; certificate filing is the stated formation event (§§ 7-62-101(9), 7-62-201) |
| Certificate fields and partners | Name, initial agent name/address, each GP true name/mailing address, initial principal office, two-partner/one-LP statement (§ 7-62-201(1)) |
| Name and distinguishability | Ordinary LP may use limited partnership/limited/company/l.p./lp/ltd./co.; distinguishable from entity and reserved names (§ 7-90-601(2), (3)(e)) |
| Agent and office | Initial agent and principal-office addresses in certificate; Colorado agent with consent statement (§§ 7-62-201(1), 7-90-701) |
| Execution and filing office | All GPs approve; no signature required for filing; individual causing delivery identified; secretary of state (§§ 7-62-204, 7-90-301) |
| Filing fee and attachments | $50 online certificate, paper unavailable on current fee schedule; required form/cover sheet if prescribed; additional GP names attached in online flow (§§ 7-90-301(9), -302; SOS instructions) |
| Effective time and proof | Formation on filing or certificate-stated later time within 90 days, with substantial compliance; filing gives notice but not validity presumption (§§ 7-62-201(2), -208; 7-90-306(4)) |
| Publication and follow-up | Initial certificate and filing scheme sets no newspaper publication or proof filing (§§ 7-62-201, 7-90-301) |
| Scope and outcome limits | LLLP is an LP registered under a separate statutory route (§ 7-62-101(12)); foreign, tax, securities, liability, and actual filing outcome outside table |
Requirements one by one
Agreement and certificate
Colo. Rev. Stat. § 7-62-101(7) defines the LP as an entity of at least two persons, with at least one general and one limited partner and one partner holding a partnership interest at formation. Under § 7-62-101(9), a valid agreement may be written or oral. Under § 7-62-201(1), the certificate must the certificate to state the name, initial agent name and address, each general partner's true name and mailing address, initial principal-office address, and a statement that the partnership has at least two partners including a limited partner. It does not demand limited-partner names in the certificate.
Name, agent, and approval
Under § 7-90-601(3)(e)(I), an ordinary LP can use any of the listed designators, including “limited partnership,” “lp,” and “co.”; § 7-90-601(2) requires a distinguishable name. Under § 7-62-104.5, the LP follows the article 90 registered-agent rules. Under § 7-90-701(1), it must maintain a Colorado agent, and § 7-90-701(3) requires a statement that the agent consented. Under § 7-62-204(1)(a), all general partners approve the original certificate. But § 7-90-301(2) says their signatures are not a condition of filing, while § 7-90-301(8) requires identifying at least one individual who causes delivery.
Fee, timing, and evidence
The current Secretary of State fee table lists $50 for an online certificate and no paper option. Under § 7-90-301(9)-(10), a required form or cover sheet and the fee accompany filing; § 7-90-302(1) lets the secretary prescribe that form or sheet. The online instructions require an attachment with each additional general partner's name and mailing address when there is more than one. Under § 7-62-201(2), substantial compliance forms the LP at filing or a certificate-specified later time within ninety days. The general timing rule in § 7-90-304(2) defaults an untimed delayed date to 11:59 p.m.
What trips people up
Approval and filing signatures differ. Section 7-62-204(1)(a) requires every general partner's approval. Section 7-90-301(2) separately removes a signature requirement as a condition of filing. Preserve the approval even though the online record need not carry each partner's signature.
The filed record has a limited evidentiary role. Under § 7-62-208, the certificate gives the certificate notice of LP status and required certificate facts. Under § 7-90-306(4), filing filing does not establish a presumption that a document or its information is valid or correct.
LLLP registration is a different choice. Under § 7-62-101(12), that status requires registration under the specified separate statutes; an ordinary LP certificate alone does not establish it.
The initial certificate and shared filing provisions in §§ 7-62-201 and 7-90-301 set no newspaper publication or proof step.
Common questions
Must the partnership agreement be written? Section 7-62-101(9) recognizes a valid written or oral agreement. Certificate filing remains the statutory formation step under § 7-62-201(2).
How many partners are needed? The certificate affirms at least two partners, including a limited partner, under § 7-62-201(1)(d).
Can formation be delayed beyond 90 days? Section 7-62-201(2) limits the certificate-stated later time to ninety days after filing.
Statutes and sources
Verbatim passages and official source URLs are recorded in the statutes entries above, accessed September 23, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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