H.B. 95-1061 Limited liability partnerships - limited partnership associations - formation - powers - officers - dissolution - conversion. Allows the formation of, and the conversion of other entities into, registered limited liability partnerships (LLPs) and limited partnership associations (LPAs).
Immunizes each partner in a registered LLP from liability for partnership debts and liabilities except:
Upon the death or dissociation of an original member or the association of a new member of a registered LLP, allows the resulting new entity to continue as a registered LLP.
Establishes requirements for filing documents with the secretary of state and procedures for withdrawing a registration statement. Requires use of the words "registered limited liability partnership" or "limited liability partnership", or the abbreviation "LLP", "L.L.P.", "RLLP", or "R.L.L.P.", in the organization's name. Requires LLPs to pay fees and file reports, subject to loss of limited-liability status in case of noncompliance.
Limits distribution of partnership assets to partners while there are outstanding partnership obligations. Allows the partnership 6 years in which to assert claims for members' contributions wrongfully returned. Allows a party to hold the partners of an LLP personally responsible for alleged improper actions of the LLP by applying available case law regarding piercing of the corporate veil, but precludes such individual responsibility solely on the basis that the LLP failed to observe the formalities or requirements relating to management of its business and affairs.
Adopts the "Colorado Limited Partnership Association Act" governing LPAs. Requires registration of a trade name containing the word "limited" or the abbreviation "Ltd." or LPA" for such entities. Gives managers, officers, and members of an LPA limited liability, subject to modification in the bylaws and interpretation under case law dealing with the doctrine of piercing the corporate veil. Incorporates by reference many provisions of existing corporation statutes, allowing the association's bylaws to override those provisions in certain cases.
Requires at least one meeting of the members each year. Prohibits distributions (termed "dividends") to members that would leave the association insolvent, holding the managers liable to the association for any such dividends they approve. Provides for the conversion of other entities into LPAs and of LPAs into other entities.
Allows formation of, and conversion of a limited partnership into, a limited liability limited partnership (LLLP).
Contains detailed provisions for conversion of a limited liability company (LLC) into a partnership, limited partnership, LLP, or LLLP, including a requirement of unanimous consent of members unless otherwise provided in the LLC's operating agreement. Limits the liability of members of an LLC thus converted, preventing them from being personally liable for obligations incurred before the conversion took effect and availing them of the benefits given partners in the new entity. Allows property of the converted entity to vest automatically in the new entity and provides that obligations and pending actions continue uninterrupted.
Amends the professional occupational licensing laws to allow such professions to practice in the form of limited liability companies or LLPs. Amends statutes governing registration of trade names with the secretary of state to simplify and consolidate provisions pertaining to corporations and the business entities dealt with in this act.
APPROVED by Governor May 24, 1995
EFFECTIVE May 24, 1995
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