Colorado Choice of Form of Organization and Structure 2001 Chart

• Publication year: 2001
• Pages: 11

30 Colo.Law. 11 Colorado Lawyer 2001.

2001, October, Pg. 11. Colorado Choice of Form of Organization and Structure 2001 Chart

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11

Vol. 30, No. 10, Pg. 11

The Colorado Lawyer
October 2001
Vol. 30, No. 10 [Page 11]

Choice of Entity 2001: Special Issue

Colorado Choice of Form of Organization and Structure 2001 Chart
by Robert R. Keatinge

Characteristic General Partnership (GP) Registered Limited Liability Partnership (LLP) Limited Partnership (LP) Registered Limited Liability Limited Partnership (LLLP) Limited Liability Company (LLC) Limited Partnership Association (LPA) C Corporation (C Corp) S Corporation (S Corp) Unincorporated Nonprofit Association (UNA) Nonprofit Corporation (NP Corp) Cooperative (Coop) Business Trusts (BT)

Uniform Partnership Law (UPL) Colorado Uniform PPartnership Act (CUPA)

I. Business Laws I. Business Laws

A. General Concepts A. General Concepts

1. Applicable statute and effective dates A GP formed before 1/1/98, unless it elects to be governed by CUPA [CRS §§ 7-60-106 & 7-64-1205(b)]. A GP formed after 12/31/97 [CRS § 7-64-1204(a)] or a GP formed before 1/1/98, that elects to be covered by CUPA [CRS § 7-64-1204(b)]. An LLP formed before 1/1/98, and registered after 5/23/95, will be governed by the orignal LLP law unless it elects to be governed by CUPA [CRS §§ 7-60-114 & 7-64-1205(b)]. An LLP formed after 12/31/97, or which elects to be governed by CUPA will be subject to the CUPA LLP provisions [CRS §§ 7-60-115(2) & 7-64-306(3), (4)]. An LP formed before 11/1/81, is subject to the ULPA unless it elects to be governed by CULPA. An LP formed after 10/31/81, is governed by CULPA. An LP, regardless of when formed, is subject to the UPL unless after 12/31/97, it elects to be subject to CUPA [CRS §§ 7-61-129 & 7-62-1104]. An LLLP, regardless of when formed, is subject to the LLP provisions of the UPL [See CRS §§ 7-61-129(1)(c) & 7-62-1104(1)(c)] unless after 12/31/97, it elects to be subject to CUPA [CRS §§ 7-61-129 (1)(a), (b) & 7-62-1104 (1)(a), (b)]. An LLLP that elects to be subject to CUPA will be subject to the LLP rules of CUPA [CRS § 7-64-1002]. Certain changes made by SB-233 are effective for LLLPs on 6/3/97 [CRS §§ 7-62-102 (1)(a) -303(1)(a), & -901]. An LLC formed before 7/1/94, is subject to the CLLCA that was in effect before its amendment unless it elects to be subject to amendments effective on or after 7/1/94, by filing amended articles of organization [CRS § 7-80-1101]. Other LLCs are subject to the current version of the CLLCA. An LPA formed after 5/24/95 is subject to CLPAA (CRS §§ 7-63-101 et seq.) [CRS § 7-63-102(2)]. The CBCA (CRS §§ 7-101-101 et seq.) applies to corporations formed after 6/30/94, and, with exceptions, to corporations formed before 6/30/94 [CRS § 7-117-101]. The UUNAA applies to UNAs after 7/1/94. Property transferred to UNAs before 7/1/94 will be vested in the UNA on 7/1/94 [CRS § 7-30-118]. The CRNPCA applies to NP Corps after 7/1/98, but certain provisions related to pre-1968 corporations that have not elected to be governed by the CNPCA will continue to apply. An NP Corp may elect to be governed by the CRNPCA [CRS §§ 7-137-101 through -301]. The CCA applies after 7/1/96 to any domestic corporation, association, or cooperative formed under Article 56 before 7/1/96, shall be governed by the CCA [CRS § 7-56-901(1)]. Any cooperative that was formed under Article 57 before a7/1/96 may elect to be governed by the CCA [CRS § 7-56-901(1)]. Colorado does not have a statutory or business trust statute. Many states, including Delaware [Del. Code Ann. § 12-3801] and Wyoming [Wyoming Statutory Trust Act W.S. §§ 17-23-101 through -302] have such statutes. Several Colorado Statutes make reference to "Business Trusts" [see, e.g., CRS §§ 2-4-401(8), 7-1-201, 7-64-101, 7-90-102, 7-101-401, 7-121-401, 11-59.5-101, 11-60-101(4.5), 12-22-303(23), 13-1.5-102(2), 13-21-603(1)(a), 13-62.1-101(9), 24-30-1402(c)(3) & 38-13-102].

2. Definition An association of two or more persons to carry on, as co-owners, a business for a profit, but excluding an association formed under any other statute [CRS § 7-60-106]. A GP is not a joint venture [CRS § 38-30-166(5)]. An association of two or more persons to carry on, as co-owners, a business for a profit, but excluding an association formed under any other statute [CRS § 7-64-202(1)]. A GP is not a joint venture [CRS § 38-30-166(5)]. An LLP is a GP1 in which the Partners are not personally liable for the debts and obligations of the GP [CRS §§ 7-60-115(2) and 7-64-306(3), (4)]. A partnership formed by two or more persons under the laws of Colorado and having one or more General Partners and one or more Limited Partners [CRS §§ 7-61-102 & 7-62-101(7)]. A domestic or foreign LP that has registered under the UPL or CUPA.2 A limited liability company organized and existing under the CLLCA [CRS § 7-80-102(7)]. An unincorporated association formed under the CLPAA. A corporation for profit, which is not a foreign corporation, organized under the CBCA [CRS § 7-101-401(11)]. An unincorporated organization consisting of two or more Members joined by mutual consent for a common, lawful, nonprofit purpose [CRS § 7-30-101(2)]. An entity, which is not a Foreign Nonprofit Corporation, incorporated under or subject to the provisions of the CRNPCA [CRS § 7-21-401]. An entity subject to the CCA or a similar foreign act, under which: business of the Coop is operated at cost by adjusting prices or returning net margins to Members; dividends are limited; voting rights are limited to Members; business of the Coop is carried on for the benefit of Members; and Members are not liable for any debt of the Coop [CRS § 7-56-103(6)]. An incorporated association created by a trust agreement under which property is held or business or professional activities are carried on by trustees for the beneficial owners of the trust property.3 An incorporated association created by a trust agreeent under which property is held or business or professional activities are carried on by trustees for the beneficial owners of the trust property [Del. Code Ann. § 12-3801].

3. Name No restriction as to name [CRS § 7-60-108(3)]. No restriction as to name [CRS § 7-64-204]. Must contain the words Registered Limited Liability Partnership, Limited Liability Partnership, L.L.P., LLP, R.L.L.P., or RLLP, and must be distinguishable on the record from the name of any other entity [CRS § 7-90-601]. Must include Limited Partnership, Limited, Company, L.P., Ltd., or Co.,4 and must be distinguishable on the record from the name of any other entity [CRS § 7-90-601]. Must include: (1) Limited Liability Limited Partnership or L.L.L.P. or LLLP or (2) (a) Limited Partnership, Limited, or Company or L.P., LP, Ltd., or Co. and (b) the words Registered Limited Liability Partnership or Limited Liability Partnership or L.L.P., LLP, R.L.L.P., or RLLP and must be distinguishable on the record from the name of any other entity [CRS § 7-90-601]. Must include Limited Liability Company, Ltd. Liability Company, Limited Liability Co., Ltd. Liability Co., or LLC and must be distinguishable on the record from the name of any other entity [CRS § 7-90-601]. Must include the word Limited or the abbreviation Ltd. or LPA and must be distinguishable on the record from the name of any other entity [CRS § 7-90-601]. Must include Corporation, Incorporated, Company, or Limited or an abbreviation thereof and must be distinguishable on the record from the name of any other entity [CRS § 7-90-601]. No provision and must be distinguishable on the record from the name of any other entity [CRS § 7-90-601]. May, but need not contain the term corporation, incorporation, company, limited or an abbreviation thereof and must be distinguishable on the record from the name of any other entity [CRS § 7-90-601]. May, but is not required to, use the term Cooperative or a derivation of the term in its name5 and must be distinguishable on the record from the name of any other entity [CRS § 7-90-601]. There is no limitation on the name that a business trust may use in Colorado

4. Actions necessary to organize A GP need take no formal action to organize [CRS §§ 7-60-106 & -107]. A GP need take no formal action to organize [CRS § 7-64-202]. A GP may become an LLP by registering with the Secretary of State of Colorado [CRS §§ 7-60-144 & 7-64-1002]. An LP becomes an LLLP by registering with the Secretary of State of Colorado [CRS §§ 7-60-144 & 7-64-1002(1)]. An LLC is formed by filing Articles of Organization [CRS § 7-80-203]. An LPA is formed by filing Articles of Association [CRS § 7-63-104]. A Corp is incorporated by filing Articles of Incorporation.6 A UNA need take no formal action to organize. An NP Corp is formed by filing Articles of Incorporation [CRS § 7-21-101]. A Coop is incorporated by filing Articles of Incorporation [CRS § 7-56-201(1)]. Generally, a business trust is established by the entering into a trust agreement. Under other state statutes, a document must be filed to establish a business trust [see, e.g., W.S. § 17-23-114].

An LP is formed by filing a Certificate of Limited Partnership [CRS §§ 7-61-103 & 7-62-201].

5. Designation of owners Partners. Partners [CRS § 7-64-101(19)]. Partners. General Partners and Limited Partners [CRS §§ 7-61-102 & 7-62-101(5), (6)]. Members [CRS § 7-80-101(9)]. Members [CRS § 7-63-114]. Shareholders [CRS § 7-101-401(31)]. Members.7 Members [CRS § 7-121-401(24)], although an NP Corp is not required to have Members [CRS § 7-126-101]. Members [CRS § 7-56-103(11)]. Beneficial owners or beneficiaries [Del. Code Ann. §12-3801(b)].

6. Managers Partners [CRS § 7-60-118(1)]. Partners [CRS § 7-64-401(6)]. Partners [CRS §§ 7-60-118(1) &amp...