Colorado Limited Partnership Agreement

LIMITED PARTNERSHIP AGREEMENT

OF

[________________________________], LP

A Colorado Limited Partnership

This Limited Partnership Agreement (this "Agreement") is entered into and made effective as of [__/__/____] (the "Effective Date"), by and among the undersigned General Partner(s) and Limited Partner(s) (collectively, the "Partners"), as identified in Schedule A attached hereto and incorporated herein by reference.

RECITALS

WHEREAS, the Partners desire to form a limited partnership (the "Partnership") under and pursuant to the Colorado Uniform Limited Partnership Act of 1981, C.R.S. § 7-62-101 et seq. (the "Act"), for the purposes set forth herein;

WHEREAS, a Certificate of Limited Partnership has been or will be filed with the Colorado Secretary of State in accordance with C.R.S. § 7-62-201;

WHEREAS, the Partners desire to set forth in this Agreement their respective rights, duties, obligations, and responsibilities with respect to the Partnership;

WHEREAS, the General Partner(s) shall assume unlimited personal liability for the debts and obligations of the Partnership pursuant to C.R.S. § 7-62-403, and the Limited Partner(s) shall enjoy limited liability as provided under C.R.S. § 7-62-303; and

WHEREAS, the Partners intend that this Agreement shall constitute the complete agreement among the Partners with respect to the Partnership and shall govern the internal affairs of the Partnership, except as otherwise provided by mandatory provisions of the Act.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Partners agree as follows:

ARTICLE I: DEFINITIONS

Section 1.1 - Definitions. As used in this Agreement, the following terms shall have the meanings set forth below:

(a) "Act" means the Colorado Uniform Limited Partnership Act of 1981, C.R.S. § 7-62-101 et seq., as amended from time to time.

(b) "Adjusted Capital Account Deficit" means, with respect to any Partner, the deficit balance, if any, in such Partner's Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments: (i) credit to such Capital Account any amounts that such Partner is obligated to restore or is deemed obligated to restore pursuant to Treasury Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5); and (ii) debit to such Capital Account the items described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), and (6).

(c) "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

(d) "Agreement" means this Limited Partnership Agreement, as amended, modified, supplemented, or restated from time to time in accordance with the provisions hereof.

(e) "Assignee" means a Person to whom a Partnership Interest has been transferred in accordance with Article VI, but who has not been admitted as a Partner pursuant to this Agreement.

(f) "Bankruptcy" means, with respect to any Person, (i) the filing by such Person of a voluntary petition in bankruptcy or the commencement of any proceeding by such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law of any jurisdiction; (ii) the filing of an involuntary petition in bankruptcy or the commencement of any proceeding against such Person under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, receivership, dissolution, or liquidation law of any jurisdiction, which proceeding is not dismissed within ninety (90) days after the date of filing or commencement; (iii) the appointment of a receiver, trustee, or liquidator of any substantial part of the properties of such Person; or (iv) the making by such Person of a general assignment for the benefit of creditors.

(g) "Capital Account" means the capital account maintained for each Partner in accordance with Section 3.4 of this Agreement.

(h) "Capital Contribution" means, with respect to any Partner, the aggregate amount of money and the initial Gross Asset Value of any property (other than money) contributed to the Partnership by such Partner.

(i) "Certificate" means the Certificate of Limited Partnership of the Partnership filed with the Colorado Secretary of State pursuant to C.R.S. § 7-62-201, as amended from time to time.

(j) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor statute. References to specific sections of the Code shall be deemed to include references to corresponding provisions of any successor statute.

(k) "Distributable Cash" means, with respect to any period, the excess, if any, of (i) all cash receipts of the Partnership from all sources during such period over (ii) all cash disbursements of the Partnership during such period (including, without limitation, debt service payments, capital expenditures, and reasonable reserves established by the General Partner for the Partnership's working capital needs, contingent liabilities, and anticipated future obligations).

(l) "Distribution" means any distribution of Distributable Cash or other assets of the Partnership to the Partners in accordance with Article IV.

(m) "Fiscal Year" means the taxable year of the Partnership, which shall be the calendar year unless otherwise required by the Code or selected by the General Partner.

(n) "General Partner" means each Person identified as a General Partner in Schedule A, and any Person admitted as a substituted or additional General Partner in accordance with the terms of this Agreement, in each case for so long as such Person remains a General Partner.

(o) "Gross Asset Value" means, with respect to any asset, the asset's adjusted basis for federal income tax purposes, except as adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv).

(p) "Limited Partner" means each Person identified as a Limited Partner in Schedule A, and any Person admitted as a substituted or additional Limited Partner in accordance with the terms of this Agreement, in each case for so long as such Person remains a Limited Partner.

(q) "Majority in Interest" means Partners whose aggregate Percentage Interests exceed fifty percent (50%) of the total Percentage Interests of all Partners (or, if specified, of all Partners within a particular class).

(r) "Net Profits" and "Net Losses" mean, for each Fiscal Year or other applicable period, an amount equal to the Partnership's taxable income or loss for such period, determined in accordance with Code Section 703(a), with the adjustments set forth in Treasury Regulations Section 1.704-1(b)(2)(iv).

(s) "Partner" means a General Partner or a Limited Partner.

(t) "Partnership" means the Colorado limited partnership formed pursuant to this Agreement and the Certificate.

(u) "Partnership Interest" means the entire ownership interest of a Partner in the Partnership at any particular time, including such Partner's right to share in Net Profits, Net Losses, Distributions, and all other benefits of Partner status as provided in this Agreement and the Act.

(v) "Percentage Interest" means, with respect to each Partner, the percentage set forth opposite such Partner's name in Schedule A, as adjusted from time to time in accordance with this Agreement.

(w) "Person" means any individual, corporation, partnership, limited liability company, joint venture, trust, estate, unincorporated organization, association, or other entity.

(x) "Secretary of State" means the Colorado Secretary of State.

(y) "Transfer" means, with respect to a Partnership Interest, any sale, assignment, transfer, exchange, mortgage, pledge, hypothecation, grant of a security interest, or other disposition or encumbrance, whether voluntary or involuntary, by operation of law or otherwise.

(z) "Treasury Regulations" means the Income Tax Regulations, including temporary regulations, promulgated under the Code.

ARTICLE II: FORMATION AND ORGANIZATION

Section 2.1 - Formation. The Partnership has been or shall be formed as a limited partnership under and pursuant to the Act upon the filing of the Certificate with the Secretary of State in accordance with C.R.S. § 7-62-201. The General Partner shall execute, deliver, and file any amendments to the Certificate, and any other certificates or documents, as may be required under the Act or under any other applicable law, to reflect any changes in the information set forth in the Certificate.

Section 2.2 - Name. The name of the Partnership shall be:

[________________________________], LP

The Partnership's business shall be conducted under such name or such other name(s) as the General Partner may from time to time determine, provided that any such name complies with the requirements of C.R.S. § 7-62-102 and C.R.S. § 7-90-601. The name of the Partnership shall contain the words "Limited Partnership" or the abbreviation "LP" or "L.P."

Section 2.3 - Principal Office. The principal office of the Partnership shall be located at:

[________________________________]
[________________________________]
[________________________________]

The General Partner may change the location of the principal office from time to time as the General Partner deems necessary or advisable, provided that written notice of any such change is given to all Partners within thirty (30) days after such change.

Section 2.4 - Registered Agent. The name and address of the registered agent for service of process on the Partnership in Colorado, as required by C.R.S. § 7-62-104.5 and C.R.S. § 7-90-701, shall be:

Name: [________________________________]
Address: [________________________________]
[________________________________]

The General Partner may change the registered agent from time to time in accordance with C.R.S. § 7-90-704.

Section 2.5 - Purpose. The purpose of the Partnership shall be to:

[________________________________]
[________________________________]

and to engage in any and all activities incidental or related thereto, and any other lawful business purpose permitted under C.R.S. § 7-62-106, as determined by the General Partner from time to time.

Section 2.6 - Term. The Partnership shall commence on the date the Certificate is filed with the Secretary of State (or such later date as specified in the Certificate, not more than ninety (90) days after filing, pursuant to C.R.S. § 7-62-201(4)) and shall continue until dissolved in accordance with Article VIII of this Agreement and the Act.

Section 2.7 - Certificate of Limited Partnership. The Certificate has been or shall be filed with the Secretary of State in accordance with C.R.S. § 7-62-201. The Certificate shall set forth:

(a) The name of the Partnership;
(b) The name and address of the registered agent pursuant to C.R.S. § 7-62-104.5;
(c) The true name and mailing address of each General Partner;
(d) The principal office address;
(e) A statement that there are at least two partners with at least one limited partner; and
(f) Any other matters the General Partner determines to include.

The General Partner shall file any amendments to the Certificate as required by C.R.S. § 7-62-202.

Section 2.8 - Periodic Reports. The Partnership is a reporting entity and shall file periodic reports with the Secretary of State in accordance with C.R.S. § 7-90-501. The first periodic report shall be delivered no later than the last day of the second calendar month following the first anniversary of the calendar month in which the Certificate became effective. Thereafter, the periodic report shall be filed annually. Failure to file may result in administrative dissolution of the Partnership.

Section 2.9 - Qualification in Other Jurisdictions. The General Partner shall cause the Partnership to be qualified, formed, or registered in any jurisdiction in which the Partnership transacts business and in which such qualification, formation, or registration is required.

ARTICLE III: CAPITAL CONTRIBUTIONS

Section 3.1 - Initial Capital Contributions. Each Partner shall make an initial Capital Contribution to the Partnership in the amount and form set forth opposite such Partner's name in Schedule A. Initial Capital Contributions shall be made on or before [__/__/____] or such other date as the General Partner may determine. Capital Contributions may be made in cash or in property, as provided in C.R.S. § 7-62-501.

Section 3.2 - Additional Capital Contributions.

(a) No Partner shall be required to make any additional Capital Contributions to the Partnership beyond the initial Capital Contribution set forth in Schedule A, except as follows:

☐ No additional Capital Contributions are required or permitted.

☐ Additional Capital Contributions may be made with the prior written consent of the General Partner.

☐ The General Partner may call for additional Capital Contributions upon [____] days' written notice, in amounts proportional to each Partner's Percentage Interest, subject to the following limitations: [________________________________].

(b) If the General Partner determines that additional Capital Contributions are necessary for the conduct of the Partnership's business and any Limited Partner fails to make such additional Capital Contribution within the specified time, the General Partner may, in its sole discretion:

(i) Permit the other Partners to make additional Capital Contributions in proportion to their respective Percentage Interests, which shall result in a proportionate adjustment of the Percentage Interests of all Partners;

(ii) Cause the Partnership to borrow funds from third parties or from any Partner on commercially reasonable terms;

(iii) Dilute the defaulting Partner's Percentage Interest in proportion to the shortfall; or

(iv) Exercise any other remedy available under this Agreement or applicable law.

(c) A Partner's obligation to make additional Capital Contributions, if any, shall be enforceable by the Partnership and the other Partners in accordance with C.R.S. § 7-62-502.

Section 3.3 - Return of Capital Contributions. Except as otherwise provided in this Agreement or as required by the Act, no Partner shall have the right to withdraw or receive any return of such Partner's Capital Contribution. Under no circumstances shall a Partner be entitled to demand or receive property other than cash in return for such Partner's Capital Contribution, except as provided in C.R.S. § 7-62-605 regarding distributions in kind.

Section 3.4 - Capital Accounts.

(a) A separate Capital Account shall be established and maintained for each Partner in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv). Each Partner's Capital Account shall be:

(i) Credited with the amount of such Partner's Capital Contributions, such Partner's allocable share of Net Profits, and any items of income or gain specially allocated to such Partner under this Agreement;

(ii) Debited with the amount of Distributions to such Partner, such Partner's allocable share of Net Losses, and any items of deduction or loss specially allocated to such Partner under this Agreement.

(b) The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such regulations.

(c) Upon the Transfer of all or a portion of a Partnership Interest, the Capital Account of the transferor shall become the Capital Account of the transferee to the extent it relates to the Partnership Interest transferred, in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(l).

Section 3.5 - No Interest on Capital. No Partner shall be entitled to receive interest on any Capital Contribution or on the balance in such Partner's Capital Account, unless otherwise agreed in writing by all Partners.

Section 3.6 - Loans by Partners. Any Partner may, with the prior written consent of the General Partner, make loans to the Partnership. Such loans shall not be treated as Capital Contributions and shall not increase the lending Partner's Capital Account or Percentage Interest. Loans by Partners shall bear interest at a rate agreed upon by the lending Partner and the General Partner and shall be repaid on terms determined by the General Partner, subject to any limitations in C.R.S. § 7-62-107.

ARTICLE IV: ALLOCATIONS AND DISTRIBUTIONS

Section 4.1 - Allocation of Net Profits and Net Losses.

(a) Net Profits. Except as otherwise provided in this Article IV, Net Profits for each Fiscal Year (or other applicable period) shall be allocated among the Partners in accordance with their respective Percentage Interests.

(b) Net Losses. Except as otherwise provided in this Article IV, Net Losses for each Fiscal Year (or other applicable period) shall be allocated among the Partners in accordance with their respective Percentage Interests; provided, however, that Net Losses shall not be allocated to any Partner to the extent that such allocation would cause or increase an Adjusted Capital Account Deficit for such Partner.

(c) Reallocation of Net Losses. Any Net Losses that cannot be allocated to a Partner pursuant to Section 4.1(b) shall be allocated to the other Partners in accordance with their respective Percentage Interests, subject to the same limitation.

Section 4.2 - Special Allocations.

(a) Qualified Income Offset. If any Partner unexpectedly receives any adjustments, allocations, or distributions described in Treasury Regulations Sections 1.704-1(b)(2)(ii)(d)(4), (5), or (6), items of Partnership income and gain shall be specially allocated to such Partner in an amount and manner sufficient to eliminate, to the extent required by such Treasury Regulations, the Adjusted Capital Account Deficit of such Partner as quickly as possible.

(b) Minimum Gain Chargeback. If there is a net decrease in Partnership minimum gain (as defined in Treasury Regulations Section 1.704-2(b)(2)) during any Fiscal Year, each Partner shall be allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in accordance with Treasury Regulations Section 1.704-2(f).

(c) Partner Nonrecourse Debt Minimum Gain Chargeback. If there is a net decrease in partner nonrecourse debt minimum gain (as determined under Treasury Regulations Section 1.704-2(i)(4)) during any Fiscal Year, each Partner who has a share of such partner nonrecourse debt minimum gain shall be specially allocated items of Partnership income and gain for such year (and, if necessary, subsequent years) in accordance with Treasury Regulations Section 1.704-2(i)(4).

(d) Nonrecourse Deductions. Nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(b)(1)) for any Fiscal Year shall be allocated among the Partners in accordance with their respective Percentage Interests.

(e) Partner Nonrecourse Deductions. Any partner nonrecourse deductions (as defined in Treasury Regulations Section 1.704-2(i)(1)) for any Fiscal Year shall be allocated to the Partner who bears the economic risk of loss with respect to the partner nonrecourse liability to which such deductions are attributable.

(f) Section 754 Adjustments. To the extent an adjustment to the adjusted tax basis of any Partnership asset pursuant to Code Section 734(b) or Code Section 743(b) is required to be taken into account in determining Capital Accounts as the result of a distribution to a Partner in complete liquidation of such Partner's interest in the Partnership, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and shall be specially allocated to the Partners in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(m).

Section 4.3 - Tax Allocations.

(a) Except as otherwise provided in this Section 4.3, for federal, state, and local income tax purposes, each item of income, gain, loss, deduction, and credit of the Partnership shall be allocated among the Partners in the same manner as the corresponding item of Net Profit or Net Loss is allocated pursuant to Sections 4.1 and 4.2.

(b) In accordance with Code Section 704(c) and the Treasury Regulations thereunder, income, gain, loss, and deduction with respect to any property contributed to the capital of the Partnership shall, solely for tax purposes, be allocated among the Partners so as to take account of any variation between the adjusted basis of such property to the Partnership for federal income tax purposes and its initial Gross Asset Value.

(c) The General Partner shall select any permissible method under Treasury Regulations Section 1.704-3 for making allocations under this Section 4.3(b), and such election shall be binding on all Partners.

Section 4.4 - Distributions.

(a) Timing and Amount. Distributable Cash shall be distributed to the Partners at such times and in such amounts as the General Partner shall determine in its reasonable discretion.

(b) Distribution Waterfall. Subject to the Act and the requirements of any applicable loan agreements, Distributable Cash shall be distributed in the following order of priority:

(i) First, to the Partners in proportion to any unpaid preferred return, if applicable, as set forth in Schedule B;

(ii) Second, to the Partners in proportion to the excess, if any, of their Capital Contributions over cumulative prior distributions under this Section 4.4(b)(ii);

(iii) Third, the balance, if any, to the Partners in accordance with their respective Percentage Interests.

(c) Limitation on Distributions. No Distribution shall be made to a Partner if, after giving effect to such Distribution, the Partnership would be unable to pay its debts as they become due in the ordinary course of business, as provided in C.R.S. § 7-62-607.

(d) Withholding. The Partnership shall be entitled to withhold from any Distribution to a Partner any amounts required to be withheld under applicable federal, state, or local tax law. Any amounts so withheld shall be treated as having been distributed to such Partner.

(e) Distributions in Kind. Distributions in kind shall be made only with the consent of the General Partner. Any property distributed in kind shall be valued at its fair market value as determined by the General Partner in good faith, and the Capital Accounts of the Partners shall be adjusted as if such property had been sold at its fair market value and the proceeds distributed, in accordance with C.R.S. § 7-62-605.

ARTICLE V: MANAGEMENT AND OPERATIONS

Section 5.1 - General Partner Authority. The General Partner shall have full, exclusive, and complete authority, power, and discretion to manage, control, and operate the business and affairs of the Partnership and to make all decisions affecting the Partnership's business, in accordance with C.R.S. § 7-62-403. The General Partner shall have all the rights and powers of a general partner as provided in the Act and as otherwise provided by law, including, without limitation, the power and authority to:

(a) Execute, deliver, and perform any and all contracts, agreements, and other instruments on behalf of the Partnership;

(b) Open, maintain, and close bank accounts and other financial accounts in the name of the Partnership;

(c) Borrow money on behalf of the Partnership and, in connection therewith, execute and deliver promissory notes, mortgages, deeds of trust, security agreements, and other financing documents;

(d) Acquire, hold, manage, lease, improve, and dispose of real and personal property on behalf of the Partnership;

(e) Hire, retain, and discharge employees, independent contractors, agents, attorneys, accountants, and other professionals;

(f) Commence, prosecute, defend, and settle any claims, actions, suits, or proceedings involving or affecting the Partnership;

(g) Make elections under the Code and applicable state tax laws, including elections under Code Sections 754 and 1033;

(h) Establish reasonable reserves for Partnership expenses, liabilities, and contingencies;

(i) Invest Partnership funds temporarily in short-term investments pending use in the Partnership's business;

(j) Execute and file the Certificate and any amendments thereto, and all other instruments and documents required to be filed on behalf of the Partnership; and

(k) Take any and all other actions that are necessary, appropriate, or incidental to the accomplishment of the purposes of the Partnership.

Section 5.2 - Actions Requiring Limited Partner Approval. Notwithstanding Section 5.1, the General Partner shall not, without the prior written consent of a Majority in Interest of the Limited Partners, take any of the following actions:

(a) Sell, exchange, lease, or otherwise dispose of all or substantially all of the assets of the Partnership;

(b) Merge or consolidate the Partnership with another entity;

(c) Admit additional General Partners;

(d) Amend this Agreement except as provided in Section 11.1;

(e) Voluntarily dissolve the Partnership;

(f) Incur indebtedness on behalf of the Partnership in excess of $[________________________________];

(g) Enter into any transaction with any Affiliate of the General Partner except on terms that are fair and reasonable to the Partnership and no less favorable to the Partnership than could be obtained from an unrelated third party;

(h) File a petition in bankruptcy on behalf of the Partnership; or

(i) Take any other action that, under the Act, requires the consent of the Limited Partners.

Section 5.3 - Limited Partner Rights and Limitations.

(a) Limited Liability. No Limited Partner shall be personally liable for any debt, obligation, or liability of the Partnership, whether arising in contract, tort, or otherwise, solely by reason of being a Limited Partner, as provided by C.R.S. § 7-62-303. A Limited Partner shall not lose such limited liability protection by exercising any of the rights set forth in this Agreement or the Act.

(b) Safe Harbor Activities. Pursuant to C.R.S. § 7-62-303, a Limited Partner shall not be deemed to participate in the control of the business of the Partnership by reason of:

(i) Being an employee, agent, contractor, or officer of the General Partner;
(ii) Consulting with or advising the General Partner regarding the Partnership's business;
(iii) Acting as a surety, guarantor, or endorser for the Partnership;
(iv) Voting on matters described in Section 5.2;
(v) Approving or disapproving amendments to this Agreement;
(vi) Winding up the Partnership's affairs pursuant to Article VIII; or
(vii) Exercising any other right granted under C.R.S. § 7-62-303(b).

(c) Information Rights. Each Limited Partner shall have the right to obtain from the General Partner, upon reasonable demand, information concerning the Partnership's business and financial condition, as provided by C.R.S. § 7-62-305.

Section 5.4 - Voting.

(a) Each Partner shall have voting rights as provided in C.R.S. § 7-62-302 (for Limited Partners) and C.R.S. § 7-62-405 (for General Partners). Unless otherwise specified in this Agreement, each Partner's vote shall be weighted in proportion to such Partner's Percentage Interest.

(b) Any action requiring the vote or consent of the Partners may be taken at a meeting of the Partners or by written consent in lieu of a meeting, signed by the required number of Partners.

Section 5.5 - Meetings.

(a) The General Partner may call a meeting of the Partners at any time and shall call a meeting upon the written request of Limited Partners holding at least twenty-five percent (25%) of the total Percentage Interests of all Limited Partners.

(b) Written notice of each meeting shall be given to all Partners at least fifteen (15) days prior to the meeting, stating the date, time, place, and purpose of the meeting.

(c) A quorum shall consist of Partners holding more than fifty percent (50%) of the total Percentage Interests. Actions at a meeting at which a quorum is present shall be approved by a Majority in Interest of the Partners present at such meeting, unless a different vote is required by this Agreement or the Act.

Section 5.6 - Officers. The General Partner may, from time to time, designate one or more individuals as officers of the Partnership (including, without limitation, a President, Vice President, Secretary, and Treasurer), with such titles, duties, and authority as the General Partner may determine. Such officers shall serve at the pleasure of the General Partner and may be removed at any time by the General Partner.

Section 5.7 - Compensation of General Partner. The General Partner shall be entitled to receive a management fee of $[________________________________] per [________________________________] (or [____]% of [________________________________]) for services rendered to the Partnership, payable [________________________________]. In addition, the General Partner shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred in connection with the management and operation of the Partnership's business.

Section 5.8 - Duty of Care. The General Partner shall manage the affairs of the Partnership in good faith and with the degree of care that an ordinarily prudent person in a like position would exercise under similar circumstances, as required by the fiduciary duties imposed on general partners under Colorado law (C.R.S. § 7-62-403, incorporating the duties set forth in C.R.S. § 7-64-409).

Section 5.9 - Business Transactions with Partners. The General Partner and any Affiliate thereof may engage in business transactions with the Partnership, provided such transactions are on fair and reasonable terms as required by C.R.S. § 7-62-107, and are disclosed to and approved by the Limited Partners as required by Section 5.2(g).

ARTICLE VI: TRANSFER OF PARTNERSHIP INTERESTS

Section 6.1 - Restrictions on Transfer.

(a) No Partner may Transfer all or any portion of such Partner's Partnership Interest except in compliance with this Article VI and the Act.

(b) Any attempted Transfer in violation of this Article VI shall be null and void and of no force or effect, and the Partnership shall not recognize or be bound by any such Transfer.

(c) No Transfer of a Partnership Interest shall be made if such Transfer would:

(i) Violate any applicable federal, state, or local law, including any applicable securities law;

(ii) Result in the termination of the Partnership under Code Section 708;

(iii) Cause the Partnership to be treated as a publicly traded partnership within the meaning of Code Section 7704; or

(iv) Cause the Partnership to be required to register as an investment company under the Investment Company Act of 1940, as amended.

Section 6.2 - Right of First Refusal.

(a) If any Partner (the "Selling Partner") receives a bona fide written offer (the "Offer") from a third party (the "Proposed Transferee") to purchase all or any portion of such Selling Partner's Partnership Interest, the Selling Partner shall, before accepting such Offer, give written notice (the "Offer Notice") to the Partnership and the other Partners, which notice shall include the terms and conditions of the Offer and the identity of the Proposed Transferee.

(b) Within thirty (30) days after receipt of the Offer Notice (the "Election Period"), the Partnership (or, at the election of the General Partner, the remaining Partners in proportion to their respective Percentage Interests) shall have the right, but not the obligation, to purchase the offered Partnership Interest on the same terms and conditions as set forth in the Offer.

(c) If the Partnership and the remaining Partners do not elect to purchase all of the offered Partnership Interest within the Election Period, the Selling Partner may, within sixty (60) days after the expiration of the Election Period, consummate the Transfer of such Partnership Interest to the Proposed Transferee on terms no more favorable to the Proposed Transferee than those set forth in the Offer.

(d) If the Selling Partner does not consummate the Transfer within such sixty (60) day period, the Selling Partner's right to Transfer such Partnership Interest pursuant to this Section 6.2 shall expire, and any subsequent Transfer shall again be subject to the provisions of this Article VI.

Section 6.3 - Permitted Transfers. Notwithstanding the foregoing restrictions, a Partner may Transfer all or any portion of such Partner's Partnership Interest without compliance with Section 6.2 to:

(a) A revocable living trust established by such Partner for estate planning purposes, of which such Partner is the trustee and primary beneficiary;

(b) The spouse, lineal descendants, or parents of such Partner (or trusts for the benefit of such persons);

(c) In the case of a Partner that is an entity, any Affiliate of such entity; or

(d) Any other Partner.

Such Permitted Transfers shall still require written notice to the General Partner and shall be subject to Section 6.1(c).

Section 6.4 - Admission of Substitute Partners.

(a) No Assignee of a Partnership Interest shall be admitted as a substitute Partner without the prior written consent of the General Partner, which consent may be withheld in the General Partner's sole and absolute discretion.

(b) As a condition of admission, a proposed substitute Partner shall execute and deliver to the Partnership a counterpart of this Agreement or such other instruments as the General Partner may require.

(c) Until admitted as a substitute Partner, an Assignee shall be entitled to receive only those allocations and Distributions attributable to the transferred Partnership Interest, as provided in C.R.S. § 7-62-702 and C.R.S. § 7-62-704.

Section 6.5 - Admission of Additional Partners. Additional General Partners may be admitted to the Partnership only with the unanimous written consent of all Partners, as provided in C.R.S. § 7-62-401. Additional Limited Partners may be admitted with the written consent of the General Partner, as provided in C.R.S. § 7-62-301 and C.R.S. § 7-62-306.

Section 6.6 - Deceased or Incompetent Partners. Upon the death or legal incompetency of a Partner who is an individual, such Partner's personal representative, executor, administrator, guardian, or conservator shall have all the rights and obligations of an Assignee under this Agreement, as provided in C.R.S. § 7-62-705.

ARTICLE VII: WITHDRAWAL AND REMOVAL

Section 7.1 - Withdrawal of General Partner.

(a) A General Partner may withdraw from the Partnership at any time by giving at least ninety (90) days' prior written notice to each Limited Partner, unless a different notice period is specified in this Agreement.

(b) If a General Partner withdraws in violation of this Agreement, such General Partner shall be liable to the Partnership and the other Partners for damages resulting from such breach, in addition to any other rights and remedies available to the Partnership.

(c) A General Partner shall cease to be a General Partner upon the occurrence of any event of withdrawal described in C.R.S. § 7-62-402, including:

(i) Voluntary withdrawal pursuant to Section 7.1(a);
(ii) Removal pursuant to Section 7.2;
(iii) Bankruptcy of the General Partner;
(iv) Death of the General Partner (if an individual);
(v) Dissolution of the General Partner (if an entity);
(vi) Assignment of all of the General Partner's Partnership Interest; or
(vii) Any other event specified in this Agreement.

Section 7.2 - Removal of General Partner.

(a) A General Partner may be removed as General Partner upon the affirmative vote of Limited Partners holding at least [____]% of the total Percentage Interests of all Limited Partners.

(b) Upon removal, the removed General Partner shall be entitled to receive the fair value of such General Partner's Partnership Interest, as determined in accordance with Section 7.4, within a reasonable time after the effective date of removal.

(c) Upon removal, the removed General Partner's interest shall be converted to that of a Limited Partner unless the removed General Partner elects to have its Partnership Interest purchased by the Partnership or the remaining Partners.

Section 7.3 - Withdrawal of Limited Partner.

(a) A Limited Partner may withdraw from the Partnership only upon at least six (6) months' prior written notice to the General Partner, unless otherwise provided in this Agreement or the Act, as specified in C.R.S. § 7-62-603.

(b) Upon withdrawal, a withdrawing Limited Partner shall be entitled to receive the fair value of such Limited Partner's Partnership Interest, as determined in accordance with Section 7.4.

Section 7.4 - Payment upon Withdrawal.

(a) Upon the withdrawal of any Partner, the withdrawing Partner shall be entitled to receive a distribution equal to the fair value of such Partner's Partnership Interest as of the date of withdrawal, determined in accordance with C.R.S. § 7-62-604.

(b) The fair value shall be determined by the General Partner in good faith, giving consideration to the Partner's Capital Account balance, the fair market value of the Partnership's assets, and any other relevant factors. If the withdrawing Partner disputes the determination, the parties shall submit the dispute to an independent appraiser whose determination shall be final and binding.

(c) Payment may be made in cash, by promissory note, or in a combination thereof, as determined by the General Partner, and may be made in installments over a period not to exceed [____] years with interest at the rate of [____]% per annum.

ARTICLE VIII: DISSOLUTION AND WINDING UP

Section 8.1 - Events of Dissolution. The Partnership shall be dissolved upon the first to occur of the following events, in accordance with C.R.S. § 7-62-801:

(a) The expiration of the term of the Partnership, if a specific term is designated in this Agreement;

(b) The occurrence of an event specified in this Agreement as an event of dissolution;

(c) The unanimous written consent of all Partners;

(d) The withdrawal of a General Partner (unless, within ninety (90) days after such withdrawal, all remaining Partners agree in writing to continue the Partnership and to the appointment of one or more substitute General Partners);

(e) The entry of a decree of judicial dissolution under C.R.S. § 7-62-802; or

(f) As otherwise required by the Act or other applicable law.

Section 8.2 - Continuation After Withdrawal of General Partner. Upon the withdrawal, removal, death, dissolution, or Bankruptcy of the last remaining General Partner, the Partnership shall not be dissolved if, within ninety (90) days after such event, all remaining Limited Partners agree in writing to continue the Partnership and to the appointment of one or more substitute General Partners, and such substitute General Partner(s) are admitted to the Partnership.

Section 8.3 - Winding Up.

(a) Upon dissolution, the General Partner (or, if there is no remaining General Partner, a Person appointed by a Majority in Interest of the Limited Partners) shall wind up the affairs of the Partnership in accordance with C.R.S. § 7-62-803.

(b) During the winding up period, the person conducting the winding up shall:

(i) Collect all assets and receivables of the Partnership;
(ii) Pay or make reasonable provision for all debts, obligations, and liabilities of the Partnership (including contingent, conditional, and unmatured liabilities);
(iii) Distribute the remaining assets to the Partners in accordance with Section 8.4;
(iv) File a Statement of Dissolution with the Secretary of State in accordance with C.R.S. § 7-62-203; and
(v) Take all other actions necessary or appropriate to wind up the affairs of the Partnership.

(c) The Partnership shall continue to exist during the winding up period for the limited purpose of winding up its affairs, and the powers of the General Partner (or the person appointed to wind up) during such period shall be limited to those necessary to complete the winding up.

Section 8.4 - Distribution Upon Liquidation.

(a) Upon the winding up and liquidation of the Partnership, the assets of the Partnership shall be distributed in the following order of priority, in accordance with C.R.S. § 7-62-804:

(i) First, to creditors of the Partnership (including Partners who are creditors, to the extent permitted by law) in satisfaction of liabilities of the Partnership other than liabilities for Distributions to Partners;

(ii) Second, to Partners and former Partners in satisfaction of liabilities for Distributions previously declared but unpaid;

(iii) Third, to the Partners for the return of their Capital Contributions, in proportion to such contributions; and

(iv) Fourth, to the Partners in accordance with their respective Percentage Interests.

(b) If the Partnership's assets are insufficient to satisfy all liabilities described in Section 8.4(a)(i), such liabilities shall be satisfied to the maximum extent possible, with priority determined by applicable law.

(c) No Limited Partner shall be required to make any contribution to the Partnership upon dissolution or liquidation, except to the extent of any unpaid Capital Contribution obligations under this Agreement.

Section 8.5 - Statement of Dissolution. Upon dissolution and the completion of winding up, the General Partner (or the person appointed to wind up) shall file a Statement of Dissolution with the Secretary of State in accordance with C.R.S. § 7-62-203, which shall serve as notice that the Partnership has dissolved.

ARTICLE IX: BOOKS, RECORDS, AND ACCOUNTING

Section 9.1 - Books and Records. The Partnership shall keep at its principal office the books and records required by C.R.S. § 7-62-105, including:

(a) A current list of the full name and last known business, residence, or mailing address of each Partner;

(b) A copy of the Certificate and all amendments thereto;

(c) Copies of the Partnership's federal, state, and local income tax returns and reports, if any, for the three (3) most recent years;

(d) Copies of this Agreement, including all amendments and restatements;

(e) Copies of any financial statements of the Partnership for the three (3) most recent years; and

(f) Such other books and records as the General Partner deems necessary or advisable.

Section 9.2 - Inspection Rights. Each Partner shall have the right, upon reasonable notice and at such Partner's own expense, to inspect and copy the books and records of the Partnership during normal business hours, as provided in C.R.S. § 7-62-305. The General Partner may establish reasonable rules and regulations regarding the exercise of such inspection rights.

Section 9.3 - Fiscal Year. The Fiscal Year of the Partnership shall be:

☐ The calendar year (January 1 through December 31)

☐ A fiscal year ending on [________________________________]

unless a different Fiscal Year is required by the Code.

Section 9.4 - Accounting Method. The books and records of the Partnership shall be maintained on the:

☐ Cash basis of accounting

☐ Accrual basis of accounting

in accordance with generally accepted accounting principles consistently applied, or such other method of accounting as may be required or permitted by the Code.

Section 9.5 - Tax Returns and Elections.

(a) The General Partner shall cause the Partnership to prepare and timely file all required federal, state, and local income tax returns and reports, including IRS Form 1065 (U.S. Return of Partnership Income) and Colorado Form 106 (Colorado Partnership Return of Income).

(b) Within ninety (90) days after the close of each Fiscal Year (or as soon thereafter as reasonably practicable), the General Partner shall furnish to each Partner a Schedule K-1 (or equivalent statement) setting forth such Partner's allocable share of Partnership income, gain, loss, deduction, and credit for such Fiscal Year.

(c) The General Partner shall serve as (or designate) the "Tax Matters Partner" or "Partnership Representative" (as applicable under the Code) and shall have the authority to make all tax elections on behalf of the Partnership.

Section 9.6 - Bank Accounts. All funds of the Partnership shall be deposited in one or more bank accounts maintained in the name of the Partnership at a bank or financial institution selected by the General Partner. Withdrawals from such accounts shall be made only by persons authorized by the General Partner.

Section 9.7 - Annual Reports. Within one hundred twenty (120) days after the close of each Fiscal Year, the General Partner shall provide to each Partner a report containing:

(a) A balance sheet of the Partnership as of the end of such Fiscal Year;

(b) An income statement of the Partnership for such Fiscal Year;

(c) A statement of each Partner's Capital Account balance;

(d) A summary of Distributions made during such Fiscal Year; and

(e) Such other information as the General Partner deems appropriate.

ARTICLE X: INDEMNIFICATION AND LIABILITY

Section 10.1 - Indemnification of General Partner.

(a) The Partnership shall indemnify and hold harmless the General Partner, and the General Partner's partners, members, directors, officers, employees, and agents (collectively, "Indemnified Persons"), to the fullest extent permitted by law, from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with any acts or omissions of such Indemnified Person in connection with the business and affairs of the Partnership; provided, however, that no Indemnified Person shall be entitled to indemnification hereunder to the extent that such claim, damage, loss, cost, or expense resulted from such Indemnified Person's:

(i) Willful misconduct or knowing violation of law;

(ii) Fraud;

(iii) Gross negligence; or

(iv) Breach of this Agreement.

(b) The indemnification provided in this Section 10.1 shall be in addition to, and not exclusive of, any other rights to which an Indemnified Person may be entitled under any other agreement, by vote of the Partners, or otherwise.

(c) Expenses (including attorneys' fees) incurred by an Indemnified Person in defending any claim, action, or proceeding may be advanced by the Partnership prior to the final disposition of such claim, action, or proceeding upon receipt of an undertaking by or on behalf of such Indemnified Person to repay such amount if it is ultimately determined that such Indemnified Person is not entitled to be indemnified hereunder.

Section 10.2 - Liability of General Partner.

(a) A General Partner shall be personally liable for the debts, obligations, and liabilities of the Partnership as provided in C.R.S. § 7-62-403, except to the extent that such liability is limited by this Agreement or by the Act.

(b) The General Partner shall not be liable to the Partnership or to any Partner for any loss or damage suffered by the Partnership or any Partner unless such loss or damage was the result of the General Partner's willful misconduct, fraud, or gross negligence.

Section 10.3 - Liability of Limited Partners.

(a) No Limited Partner shall be personally liable for any debt, obligation, or liability of the Partnership, whether arising in contract, tort, or otherwise, solely by reason of being a Limited Partner, as provided in C.R.S. § 7-62-303.

(b) Notwithstanding the foregoing, a Limited Partner may be liable to the Partnership to the extent of such Limited Partner's obligation to make Capital Contributions as provided in this Agreement, in accordance with C.R.S. § 7-62-502.

(c) A Limited Partner who participates in the control of the business of the Partnership may be held personally liable to persons who transact business with the Partnership reasonably believing, based upon the Limited Partner's conduct, that the Limited Partner is a General Partner, as provided in C.R.S. § 7-62-303(a).

Section 10.4 - Insurance. The General Partner may, in its discretion, cause the Partnership to purchase and maintain insurance on behalf of the Partnership and its Partners, officers, employees, and agents against any liability asserted against or incurred by such persons in connection with the Partnership's business.

Section 10.5 - Limited Liability Limited Partnership Election. The Partners may elect, by unanimous written consent, to convert the Partnership to a Limited Liability Limited Partnership ("LLLP") by filing a Statement of Registration with the Secretary of State pursuant to C.R.S. § 7-62-201 and C.R.S. § 7-60-144 (or C.R.S. § 7-64-1002, as applicable). Upon such election, the General Partner shall have limited liability to the same extent as a Limited Partner, except as otherwise provided by the Act.

ARTICLE XI: MISCELLANEOUS

Section 11.1 - Amendments. This Agreement may be amended only by a written instrument signed by:

☐ All Partners

☐ The General Partner and a Majority in Interest of the Limited Partners

☐ Other: [________________________________]

No amendment shall be effective unless it is in writing and signed by the required Partners. The General Partner may amend Schedule A from time to time to reflect changes in the Partners, Capital Contributions, and Percentage Interests without the consent of the Limited Partners, provided that such amendments are made in accordance with this Agreement.

Section 11.2 - Notices. All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when:

(a) Delivered personally;
(b) Sent by certified or registered mail, return receipt requested, postage prepaid;
(c) Sent by a nationally recognized overnight courier service; or
(d) Sent by electronic mail (with confirmation of receipt),

to the address of each Partner set forth in Schedule A or to such other address as a Partner may designate by written notice to the other Partners.

Section 11.3 - Governing Law. This Agreement and the rights and obligations of the Partners hereunder shall be governed by and construed in accordance with the laws of the State of Colorado, including the Act, without regard to the conflict of laws principles thereof.

Section 11.4 - Dispute Resolution.

(a) Mediation. Any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination, or validity thereof shall first be submitted to non-binding mediation administered by a mutually agreed-upon mediator in Denver, Colorado. The parties shall share equally the costs of the mediation.

(b) Arbitration. If mediation does not resolve the dispute within sixty (60) days after the commencement of mediation, the dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association ("AAA") in accordance with its Commercial Arbitration Rules, conducted in Denver, Colorado. The arbitrator(s) shall have the authority to award any remedy available at law or in equity, including injunctive relief and specific performance. The decision of the arbitrator(s) shall be final and binding on all parties and may be entered as a judgment in any court of competent jurisdiction.

(c) Jury Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTNER HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

(d) Attorneys' Fees. In any action, arbitration, or proceeding arising under or in connection with this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, costs, and expenses.

Section 11.5 - Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

Section 11.6 - Entire Agreement. This Agreement, together with the Schedules and Exhibits attached hereto, constitutes the entire agreement among the Partners with respect to the subject matter hereof and supersedes all prior agreements, negotiations, representations, and understandings, whether written or oral, relating to such subject matter.

Section 11.7 - Waiver. No waiver of any provision of this Agreement or any right or remedy hereunder shall be effective unless in writing and signed by the Partner against whom such waiver is sought to be enforced. No failure or delay by any Partner in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.

Section 11.8 - Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.

Section 11.9 - Electronic Signatures. Electronic signatures shall be valid and enforceable to the same extent as original signatures in accordance with the Colorado Uniform Electronic Transactions Act, C.R.S. § 24-71.3-101 et seq.

Section 11.10 - Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Partners and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns.

Section 11.11 - Further Assurances. Each Partner shall execute and deliver such additional documents and instruments, and shall take such additional actions, as may be reasonably necessary or appropriate to carry out the purposes and intent of this Agreement.

Section 11.12 - Headings. The headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

Section 11.13 - Creditors. None of the provisions of this Agreement shall be for the benefit of or enforceable by any creditor of the Partnership or any creditor of any Partner, except as otherwise expressly provided herein.

Section 11.14 - Power of Attorney. Each Limited Partner hereby irrevocably appoints the General Partner as such Limited Partner's true and lawful attorney-in-fact, with full power of substitution, to execute, acknowledge, deliver, file, and record on behalf of such Limited Partner any documents or instruments that the General Partner deems necessary or appropriate to carry out the purposes and intent of this Agreement, including the Certificate and any amendments thereto, any amendments to this Agreement adopted in accordance with Section 11.1, and any documents required for the dissolution and winding up of the Partnership.

EXECUTION

IN WITNESS WHEREOF, the undersigned Partners have executed this Limited Partnership Agreement as of the Effective Date first written above.

GENERAL PARTNER(S):

General Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Address: [________________________________]

General Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Address: [________________________________]

LIMITED PARTNER(S):

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

Limited Partner Name: [________________________________]

By: [________________________________]

Name: [________________________________]

Title (if applicable): [________________________________]

Date: [__/__/____]

Address: [________________________________]

(Attach additional signature pages as needed for additional Limited Partners)

SCHEDULE A: PARTNERS AND CAPITAL CONTRIBUTIONS

Notes:

• Capital Contributions may be in the form of cash, property, or services rendered (for General Partners only, per C.R.S. § 7-62-501).
• Limited Partners may not contribute services as Capital Contributions under C.R.S. § 7-62-501.
• All property contributions shall be valued at fair market value as determined by the General Partner.

SCHEDULE B: INITIAL ALLOCATIONS AND PREFERRED RETURNS

Profit Allocation:

Loss Allocation:

Preferred Return (if applicable):

☐ No preferred return shall apply.

☐ The following Partners shall be entitled to a preferred return on their Capital Contributions at the rate indicated:

COLORADO-SPECIFIC COMPLIANCE NOTES

1. Certificate of Limited Partnership Filing. The Certificate of Limited Partnership must be filed with the Colorado Secretary of State pursuant to C.R.S. § 7-62-201. The filing fee is subject to the current schedule published by the Secretary of State. The Certificate must include the name of the limited partnership, the registered agent name and address, the name and mailing address of each general partner, the principal office address, and a statement confirming at least two partners with at least one limited partner.

2. Periodic Reporting. The Partnership is a reporting entity under C.R.S. § 7-90-501 and must file a periodic report annually with the Secretary of State. The first report is due no later than the last day of the second calendar month following the first anniversary of the filing month. Failure to file may result in administrative dissolution.

3. LLLP Election. Colorado permits limited partnerships to elect to become Limited Liability Limited Partnerships (LLLPs) by filing a Statement of Registration pursuant to C.R.S. § 7-62-201 and C.R.S. § 7-60-144 (or C.R.S. § 7-64-1002, as applicable). An LLLP provides the general partner with limited liability protection similar to that of limited partners.

4. Limited Partner Liability Safe Harbors. C.R.S. § 7-62-303(b) provides an extensive safe harbor list of activities that a limited partner may engage in without being deemed to participate in the control of the business for purposes of limited liability.

5. Derivative Actions. A limited partner may bring a derivative action on behalf of the Partnership in accordance with C.R.S. § 7-62-1001 et seq., provided that the limited partner was a partner at the time of the act or omission complained of and fairly and adequately represents the interests of the Partnership.

6. Statute of Frauds. Provisions of the Partnership agreement relating to the transfer or sale of interests in or obligations of the Partnership are subject to the statute of frauds provisions set forth in C.R.S. § 7-62-110.

7. Electronic Transactions. Electronic signatures are valid and enforceable under the Colorado Uniform Electronic Transactions Act, C.R.S. § 24-71.3-101 et seq.

8. Tax Considerations. Colorado imposes state income tax on pass-through income from partnerships. Partners should consult with a qualified tax advisor regarding Colorado income tax obligations, including any requirements for nonresident partner withholding.

9. Name Requirements. The name of the limited partnership must contain the words "Limited Partnership" or the abbreviation "LP" or "L.P." in accordance with C.R.S. § 7-62-102 and C.R.S. § 7-90-601. The name must be distinguishable from other business entities registered with the Secretary of State.

10. Registered Agent. The Partnership must maintain a registered agent for service of process in Colorado pursuant to C.R.S. § 7-62-104.5 and C.R.S. § 7-90-701. The registered agent must have a street address (not a P.O. box) in Colorado.

SOURCES AND REFERENCES

• Colorado Uniform Limited Partnership Act of 1981, C.R.S. § 7-62-101 et seq.
  https://colorado.public.law/statutes/crs_title_7_article_62

• Colorado Corporations and Associations Act (Periodic Reports), C.R.S. § 7-90-501
  https://law.justia.com/codes/colorado/title-7/corporations-and-associations/article-90/part-5/section-7-90-501/

• Colorado Secretary of State - Certificate of Limited Partnership Filing
  https://www.sos.state.co.us/pubs/business/helpFiles/CERT_LP_HELP.html

• Colorado Secretary of State - LLLP Registration
  https://www.coloradosos.gov/pubs/business/helpFiles/COMBO_HELP.html

• Colorado Secretary of State - Periodic Reports FAQ
  https://www.sos.state.co.us/pubs/business/FAQs/reports.html

• Colorado Uniform Electronic Transactions Act, C.R.S. § 24-71.3-101 et seq.

• Internal Revenue Code § 704(c), § 708, § 754, § 761

• Treasury Regulations §§ 1.704-1, 1.704-2, 1.704-3

This template is provided for informational purposes only and does not constitute legal advice. It must be reviewed and customized by a qualified attorney licensed in Colorado before use. Laws and regulations change frequently; verify all statutory citations and requirements are current at the time of execution.

Prepared for use on the ezel.ai platform. Last updated: 2026-02-23.