Colorado Limited Partnership Agreement Between Limited Liability Company and Limited Partner

A limited partnership is a modified partnership and is a creature of State statutes. Limited Partnerships must have at least one general partner and one limited partner. Limited partners in a limited partnership are protected from personal liability for the debts and liabilities of the limited partnership. The only amount they can lose is their investment. There is an exception, however, which would impose liability on a limited partner. If the limited partner is actively involved in the management of the limited partnership (in other words, acting as a general partner), the limited partner will expose his/her personal assets for the debts and liabilities of the limited partnership.

A limited partnership is formed in Colorado by filing a Certificate of Limited Partnership with the Department of State, naming the general partner and providing an address for the general partner. Typically, the partners also enter into a written partnership agreement.