Ad Hoc Partnership Committee

In 1994, the Colorado Bar Association ("CBA") Business Law Section and Taxation Law Section established a committee (the "CBA Committee") to consider RUPA for adoption in Colorado. Representatives of the Real Estate Section and the Bankruptcy Subsection participated on the committee. The CBA Committee, headed by H. Gregory Austin, former chair of the CBA Business Law Section, included a professor and a practitioner each of whom have written treatises on partnership law, two members of the ABA Business Law Section Ad Hoc Subcommittee on the Uniform Partnership Act, the chair of the committee that had most recently revised the Colorado limited partnership act, and several other leading practitioners and academics. After 44 meetings, the CBA Committee produced a version of RUPA for introduction in Colorado. With minor revisions, the Colorado version was approved by NCCUSL. It was introduced as House Bill 1237 in the 1997 session of the legislature, passed, and signed into law by the Governor on May 21, 1997. While the CBA Committee undertook its task with the consistent intention of preserving "uniformity" and making no change to RUPA without compelling reason, it decided to make a substantial number of changes. The changes fell primarily into four categories: (1) changes required to maintain consistency in use of terms within the act, (2) changes required to make provisions of the act consistent with provisions of Colorado's existing corporation law, limited liability company law, limited liability partnership law and limited liability limited partnership law, (3) changes required to conform the act to Colorado public policy as enunciated in prior enactments by the legislature, and (4) addition of definitions to make the act more readily understandable to practitioners and lay persons. Almost every change was discussed and debated by the CBA Committee at length, sometimes at appalling length. Those discussions and debates were reported faithfully in minutes (the "CBA Committee Minutes") which are available to interested persons on this website.