(1) Two or more persons desiring to form a limited partnership shall:
(a) Sign and swear to a certificate which shall state:
The name of the partnership;
The character of the business;
The location of the principal place of business;
The name and place of residence of each member, general and limited partnersbeing respectively designated;
The duration for which the partnership is to exist;
The amount of cash and a description of and the agreed value of the other propertycontributed by each limited partner;
The additional contributions, if any, agreed to be made by each limited partner andthe times at which or events on the happening of which they shall be made;
The time, if agreed upon, when the contribution of each limited partner is to bereturned;
The share of the profits or the other compensation by way of income that eachlimited partner shall receive by reason of the limited partner's contribution;
The right, if given, of a limited partner to substitute an assignee as contributor in theplace of the limited partner and the terms and conditions of the substitution;
The right, if given, of the partners to admit additional limited partners;
The right, if given, of one or more of the limited partners to priority over otherlimited partners as to contributions or as to compensation by way of income and the nature of such priority;
The right, if given, of remaining general partner or partners to continue the business on the death, retirement, or insanity of a general partner; and
The right, if given, of a limited partner to demand and receive property other thancash in return for the limited partner's contribution.
(b) File for record the certificate in the office of the county clerk and recorder.
(2) A limited partnership is formed if there has been substantial compliance in good faith with the requirements of this section.
Source: L. 31: p. 626, § 2. CSA: C. 123, § 45. CRS 53: § 104-2-2. C.R.S. 1963: § 104-2-2. L. 2004: (1)(a)(V), (1)(a)(IX), (1)(a)(X), and (1)(a)(XIV) amended, p. 1436, § 109, effective July 1.