QUESTION

How do I petition to dissolve a business partnership in Colorado?

Asked on Dec 12th, 2011 on Business Law - Colorado
More details to this question:
The business was formed as an LLC. After a membership dispute, a court found that regardless of who was a member, a Partnership had been formed between myself and this LLC. I now want to petition to dissolve the partnership, but it is not registered with the state.
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1 ANSWER

Michael Katz
Colorado partnership law is found a Colorado Revised Statutes 7-60-101 et seq.  As with a corporation, you must "wind-up" the affairs of the partnership as a precondition to the final and complete dissolution of the business.  Winding up means means that you make sure that all of your creditors are paid in full.  If there are creditors that are not so paid, then even after the partnership is wound up, the partners will remain personally liable for the debt.  Winding up also means that you file with the Secretary of State the "Statement of Dissolution".  This form can be found on the Secretary of State's web site.  This filing assumes that you have originally filed a "Statement of Partnership Authority" with the Sec'y of State.  Finally winding up means that you square with all of the partners the distribution of and final taxation of all of the partnership property that remains after all debts are paid.  This normally is done by written agreement between the parties.  I hope that helps. Michael J. Katz 303-790-4103   
Answered on Dec 13th, 2011 at 4:29 PM

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