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Colorado Statutes, Title 7

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Title 7, Corporations and Associations

0 chapters · 1,076 sections in this title.

All chapters in Title 71,076 Ch 58129 Ch 9088 Ch 8082 Ch 5665 Ch 6459 Ch 6255 Ch 6050 Ch 6131 Ch 10827 Ch 12825 Ch 5522 Ch 3021 Ch 10720 Ch 12719

82 sections·Filtered byTitle 7✕Ch 80✕

Colo. Rev. Stat. § 7-80-504 Sharing of distributions
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Distributions of cash or other assets of a limited liability company shall be allocated among the members and among classes of members on the basis of the value, as stated in the limited liability company records required to be kept pursuant to section 7-80-408, of the contributi…
Colo. Rev. Stat. § 7-80-601 Interim distributions
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Except as provided in this part 6, a member is entitled to receive distributions from a limited liability company before the member's resignation from the limited liability company and before the dissolution and winding up thereof to the extent and at the times or upon the happen…
Colo. Rev. Stat. § 7-80-602 Resignation of member
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A member may resign from a limited liability company at any time by giving notice to the other members, but, if the resignation violates the operating agreement, the limited liability company may recover from the resigning member damages for breach of the operating agreement and …
Colo. Rev. Stat. § 7-80-603 Interest of member upon resignation
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A member who has resigned shall have no right to participate in the management of the business and affairs of the limited liability company and is entitled only to receive the share of the profits or other compensation by way of income and the return of contributions, to which su…

Colo. Rev. Stat. § 7-80-604 Distribution in kind

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A member, regardless of the nature of the member's contribution, has no right to demand and receive any distribution from a limited liability company in any form other than cash. A member may not be compelled to accept a distribution of any asset in kind from a limited liability …

Colo. Rev. Stat. § 7-80-605 Right to distribution

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At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled to all remedies available to a creditor of the limited liability company with respect to the distribution. Source: L. 90: Entire article added, p. 432, § 1, effective Apr…

Colo. Rev. Stat. § 7-80-606 Limitations on distribution

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(1) A limited liability company shall not make a distribution to a member to the extent that at the time of distribution, after giving effect to the distribution, all liabilities of the limited liability company, other than liabilities to members on account of their membership in…

Colo. Rev. Stat. § 7-80-700.3 Definitions

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As used in this part 7, unless the context otherwise requires: (1) "Derivative proceeding" means a civil suit in the right of a domestic limited liability company or, to the extent provided in section 7-80-719, in the right of a foreign limited liability company. Source: L. 2025:…

Colo. Rev. Stat. § 7-80-701 Admission of members

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(1) After the filing of a limited liability company's original articles of organization, one or more persons may be admitted as an additional member or members upon the consent of all members. (2) At any time that a limited liability company has no members, upon the unanimous con…

Colo. Rev. Stat. § 7-80-702 Interest in limited liability company - transferability of interest

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(1) The interest of each member in a limited liability company constitutes the personal property of the member and may be assigned or transferred. Unless the assignee or transferee is admitted as a member, the assignee or transferee shall only be entitled to receive the share of …

Colo. Rev. Stat. § 7-80-703 Rights of creditor against a member

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On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of the judgment with interest thereon and may then or later appoint a receiver of the member…

Colo. Rev. Stat. § 7-80-704 Deceased or incompetent members who are individuals - dissolved or terminated members who are legal entities

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(1) If a member who is an individual dies or a court of competent jurisdiction appoints a guardian or general conservator for the member, the member's executor, administrator, guardian, conservator, or other legal representative may exercise all of the powers of an assignee or tr…

Colo. Rev. Stat. § 7-80-705 Liability of members and managers

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Members and managers of limited liability companies are not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company. Source: L. 90: Entire article added, p. 434, § 1, effective April 18. A…

Colo. Rev. Stat. § 7-80-706 Voting

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(1) Subject to the provisions of this article that require majority or unanimous consent, vote, or agreement of the members, the operating agreement may grant to all or a stated group of the members the right to consent, vote, or agree, on a per capita or other basis, upon any ma…

Colo. Rev. Stat. § 7-80-713 Derivative proceeding - standing

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(1) A member may commence or maintain a derivative proceeding pursuant to this part 7 only where: (a) The member was a member of the limited liability company at the time of the act or omission complained of or the membership interest in such company thereafter devolved by operat…

Colo. Rev. Stat. § 7-80-714 Derivative proceeding - demand

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(1) No member shall commence a derivative proceeding pursuant to this part 7 unless: (a) A written demand has been made upon the limited liability company to take suitable action; and (b) Thirty days have expired from the date the demand was made; except that the thirty-day limit…

Colo. Rev. Stat. § 7-80-715 Stay of derivative proceeding

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For the purpose of allowing the limited liability company time to undertake an inquiry into the allegations made in a demand or complaint commenced pursuant to this part 7, the court may stay any derivative proceeding for such period as the court deems appropriate. Source: L. 200…

Colo. Rev. Stat. § 7-80-716 Dismissal of derivative proceeding

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(1) A derivative proceeding commenced pursuant to this part 7 shall be dismissed by the court on motion by the limited liability company if any one of the groups specified in subsection (2) of this section has determined in good faith, after conducting an inquiry upon which the d…

Colo. Rev. Stat. § 7-80-717 Discontinuance or settlement of derivative proceeding

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No derivative proceeding commenced pursuant to this part 7 shall be discontinued or settled without the approval of the court. Where the court determines that a proposed discontinuance or settlement will substantially affect the interests of the members of the limited liability c…

Colo. Rev. Stat. § 7-80-718 Payment of expenses - derivative proceeding

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On the termination of a derivative proceeding commenced pursuant to this part 7, where the court finds that the proceeding has resulted in a substantial benefit to the limited liability company, the court may order the limited liability company to pay the plaintiff's reasonable e…

Colo. Rev. Stat. § 7-80-719 Applicability of derivative proceeding to foreign limited liability companies

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In any derivative proceeding in the right of a foreign limited liability company, the right of a person to commence or maintain a derivative proceeding in the right of a foreign limited liability company and any matters raised in such proceeding covered by sections 7-80-713 to 7-…

Colo. Rev. Stat. § 7-80-801 Dissolution - time and notice of dissolution

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(1) A limited liability company formed under this article is dissolved: (a) Upon the agreement of all members; (b) At the time or upon the occurrence of the events stated in the operating agreement; or (c) After the limited liability company ceases to have members, on the earlier…

Colo. Rev. Stat. § 7-80-802 Statement of dissolution

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(1) Upon dissolution, the limited liability company shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of dissolution stating: (a) The domestic entity name of the limited liability company; and (b) The principal office …

Colo. Rev. Stat. § 7-80-803 Effect of dissolution

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(1) A dissolved limited liability company continues its existence as a limited liability company but shall not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties t…

Colo. Rev. Stat. § 7-80-803.3 Right to wind up business

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(1) After dissolution, the manager or, if there is no manager, any member may wind up the limited liability company's business, but on application of any member, member's legal representative, or member's assignee or transferee, the district court, for good cause shown, may order…

Colo. Rev. Stat. § 7-80-803.5 Manager's or member's power to bind limited liability company after dissolution

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(1) Subject to section 7-80-802 (3), a limited liability company is bound by a manager's act or, in the case of a limited liability company, the articles of organization of which provide that management is vested in members, a member's act after dissolution that: (a) Is appropria…

Colo. Rev. Stat. § 7-80-810 Judicial dissolution

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(1) A limited liability company may be dissolved in a proceeding by the attorney general if it is established that: (a) The limited liability company obtained its articles of organization through fraud; or (b) The limited liability company has continued to exceed or abuse the aut…

Colo. Rev. Stat. § 7-80-811 Procedure for judicial dissolution

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(1) (a) A judicial proceeding by the attorney general to dissolve a limited liability company must be brought: (I) In the district court for the county in this state in which the street address of the limited liability company's principal office or the street address of its regis…

Colo. Rev. Stat. § 7-80-812 Receivership or custodianship

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(1) A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the limited liability company. The court shall hold a hearing, after g…

Colo. Rev. Stat. § 7-80-813 Decree of dissolution

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(1) If, in a judicial proceeding brought to dissolve a limited liability company, after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-80-810 exist, it may enter a decree dissolving the limited liability company and stating…

Colo. Rev. Stat. § 7-80-901 Foreign limited liability companies

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Part 8 of article 90 of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign limited liability companies. Source: L. 2003: Entire part R&RE, p. 2275, § 193, effective July 1, 2004.

Colo. Rev. Stat. § 7-80-902 Registered agent - service of process

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Part 7 of article 90 of this title, providing for registered agents and service of process, applies to foreign limited liability companies. Source: L. 2003: Entire part R&RE, p. 2275, § 193, effective July 1, 2004.