7-62-208. Notice of existence of limited partnership.

Statute text

The fact that a certificate of limited partnership is on file in the records of the secretary of state is notice that the partnership is a limited partnership and is notice of all other facts stated therein that are required to be stated in a certificate of limited partnership by section 7-62-201 (1).

History

Source: L. 81: Entire article added, p. 439, 1, effective November 1. L. 86: Entire section amended, p. 451, 12, effective July 1. L. 2003: Entire section amended, p. 2245, 132, effective July 1, 2004. L. 2004: Entire section amended, p. 1441, 129, effective July 1. L. 2006: Entire section amended, p. 850, 10, effective July 1.

Annotations

 

ANNOTATION

Annotations

Public recordation of the certificate of limited partnership protects third parties who deal with the partnership. Black v. First Fed. Sav. & Loan Ass'n, 830 P.2d 1103 (Colo. App. 1992).

Where a certificate of limited partnership was properly filed and there is no evidence suggesting the limited partner or the general partners lacked a good faith belief that they had substantially conformed with the statutory requirements for creating a limited partnership, a lender that funded a loan to the limited partnership was entitled to rely on the certificate as evidence that the limited partnership was in existence. Therefore, the partnership and limited partnership statutes concerning contractual liability to creditors applied at the time the limited partnership's obligation to the lender arose. Black v. First Fed. Sav. & Loan Ass'n, 830 P.2d 1103 (Colo. App. 1992).