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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. § 7-80-101 Short title
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This article shall be known and may be cited as the "Colorado Limited Liability Company Act". Source: L. 90: Entire article added, p. 414, § 1, effective April 18.
Colo. Rev. Stat. § 7-80-102 Definitions
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As used in this article, unless the context otherwise requires: (1) "Articles of organization" means the articles of organization filed in the records of the secretary of state for the purpose of forming a limited liability company as specified in sections 7-80-203 and 7-80-204. …
Colo. Rev. Stat. § 7-80-103 Nature of business
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A limited liability company may be formed under this article for any lawful business, subject to any provisions of law governing or regulating such business within this state. Source: L. 90: Entire article added, p. 415, § 1, effective April 18. L. 94: Entire section amended, p. …
Colo. Rev. Stat. § 7-80-104 Powers
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(1) Each limited liability company formed and existing under this article may: (a) Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name; (b) Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use, and othe…

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Colo. Rev. Stat. § 7-80-105 Unauthorized assumption of powers

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All persons who assume to act as a limited liability company without authority to do so and without good-faith belief that they have such authority shall be jointly and severally liable for all debts and liabilities incurred by such persons so acting. Source: L. 90: Entire articl…

Colo. Rev. Stat. § 7-80-106 Transaction of business outside state

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It is the intention of the general assembly by the enactment of this article that the legal existence of limited liability companies formed under this article be recognized beyond the limits of this state and that, subject to any reasonable registration requirements, any such lim…

Colo. Rev. Stat. § 7-80-107 Application of corporation case law to set aside limited liability

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(1) In any case in which a party seeks to hold the members of a limited liability company personally responsible for the alleged improper actions of the limited liability company, the court shall apply the case law which interprets the conditions and circumstances under which the…

Colo. Rev. Stat. § 7-80-108 Effect of operating agreement - nonwaivable provisions - statute of frauds

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(1) (a) The operating agreement may contain any provisions for the affairs of the limited liability company and the conduct of its business to the extent such provisions are consistent with law. Except as otherwise provided in subsection (1.5), (2), or (3) of this section, an ope…

Colo. Rev. Stat. § 7-80-109 Construction of article

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The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article. Source: L. 2004: Entire section added, p. 938, § 4, effective July 1.

Colo. Rev. Stat. § 7-80-1101 Application to limited liability companies formed prior to July 1, 1994

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(1) A limited liability company formed under this article prior to July 1, 1994, shall be governed by the provisions of this article. (2) (Deleted by amendment, L. 2004, p. 1465, § 200, effective July 1, 2004.) Source: L. 94: Entire part added, p. 725, § 34, effective July 1. L. …

Colo. Rev. Stat. § 7-80-1201 Short title

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The short title of this part 12 is the "Colorado Artist Company Act". Source: L. 2026: Entire part added, (SB 26-133), ch. 297, p. 1624, § 1, effective August 12.

Colo. Rev. Stat. § 7-80-1202 Definitions

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As used in this part 12, unless the context otherwise requires: (1) "Artist" means an individual who creates any work of authorship or artistic expression comprising written, oral, visual, graphic, literary, musical, audiovisual, digital, or performing art in any medium, includin…

Colo. Rev. Stat. § 7-80-1203 Artist company - requirements

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(1) An artist company is a limited liability company that: (a) Is organized under this part 12; (b) Has a stated artistic mission set forth in its articles of organization or operating agreement; and (c) Is formed and owned by one or more artists who, at the time of the artist co…

Colo. Rev. Stat. § 7-80-1204 Election to become an artist company

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(1) A limited liability company that is not an artist company may elect to become an artist company by complying with this section. To elect to become an artist company, a limited liability company shall: (a) Amend its articles of organization to: (I) State the artistic mission o…

Colo. Rev. Stat. § 7-80-1205 Application of article 80

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(1) Except as otherwise provided in this part 12, the provisions of this article 80 that are applicable to limited liability companies apply to artist companies. (2) In the event of a conflict between this part 12 and other provisions of this article 80, this part 12 controls. (3…

Colo. Rev. Stat. § 7-80-1206 Formation of artist company - articles of organization - public benefit artist company requirements

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(1) A person may form an artist company by filing articles of organization with the secretary of state pursuant to section 7-90-301 that meet the requirements set forth in sections 7-80-204 and 7-80-1203 and subsection (7) of this section if the artist company will be a public be…

Colo. Rev. Stat. § 7-80-1207 Ownership of equity

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(1) Subject to the requirements set forth in section 7-80-1203 (1)(c), an artist company has the same options with respect to equity ownership provided to limited liability companies generally under this article 80. (2) The incorporators of an artist company may elect in the arti…

Colo. Rev. Stat. § 7-80-1208 Governing body

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(1) An artist company has the same governance options provided to limited liability companies generally under this article 80. (2) The incorporators of an artist company may elect in the articles of organization one of the following governance structures: (a) Governance by member…

Colo. Rev. Stat. § 7-80-1209 Governance principles

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(1) Unless otherwise provided in the articles of organization or operating agreement of an artist company: (a) A quorum for a meeting of members or managers consists of a majority of the voting interests or managers, as applicable, entitled to vote at the meeting; (b) Except as p…

Colo. Rev. Stat. § 7-80-1210 Acceptance of capital

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(1) An artist company may accept capital in any form, including: (a) Grants; (b) Refundable grants; (c) First loss capital; (d) Program-related investments; (e) Mission-related investments; (f) A financial agreement for impact returns investments; (g) Debt instruments; (h) Equity…

Colo. Rev. Stat. § 7-80-1211 Fiduciary duties

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(1) Except as otherwise provided in this section, the duties of members and managers of an artist company are governed by section 7-80-404. (2) In addition to the duties specified in section 7-80-404, the articles of organization or operating agreement of an artist company may sp…

Colo. Rev. Stat. § 7-80-1212 Intellectual property as a capital contribution - assignment or exclusive licensing to artist company

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(1) A member of an artist company may assign or exclusively license to the artist company intellectual property, including artistic work or any right or rights related to the artistic work, as in-kind capital contributions, including as the initial capital contribution of the mem…

Colo. Rev. Stat. § 7-80-1213 Artistic work created during membership - restriction on transfer

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(1) The articles of organization or operating agreement of an artist company may require artist-members to assign or exclusively license to the artist company artistic work created by the artist-members during membership that relates to the artistic mission of the artist company.…

Colo. Rev. Stat. § 7-80-1214 Separation of economic rights from governance and control

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(1) The articles of organization or operating agreement of an artist company may provide for the separation of economic rights from governance and control rights. (2) Any governance and control rights must at all times remain with artist-members in accordance with section 7-80-12…

Colo. Rev. Stat. § 7-80-1215 Public benefit artist company - election

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(1) An artist company may elect at formation or by amending its articles of organization in accordance with this part 12 to be a public benefit artist company by: (a) Stating in the heading of its articles of organization that it is a "public benefit artist company"; (b) Setting …

Colo. Rev. Stat. § 7-80-1216 Public benefit artist company - duties of members and managers

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(1) The members or managers or other persons with authority to manage or direct the business and affairs of a public benefit artist company shall manage or direct the business and affairs of the public benefit artist company in a manner that balances: (a) The pecuniary interests …

Colo. Rev. Stat. § 7-80-1217 Public benefit artist company - annual statements

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(1) A public benefit artist company shall at least annually provide its members and donors with a statement specifying: (a) The public benefit artist company's promotion of the public benefits set forth in its articles of organization and operating agreement, if any; (b) The publ…

Colo. Rev. Stat. § 7-80-1218 Member transition

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(1) An artist company's articles of organization or operating agreement may provide for: (a) Procedures for admission of new members and departure, withdrawal, expulsion, or dissociation of existing members, so long as artists retain ownership in accordance with the requirements …

Colo. Rev. Stat. § 7-80-1219 Reporting requirements

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An artist company shall file the periodic report required of limited liability companies under section 7-90-501. Source: L. 2026: Entire part added, (SB 26-133), ch. 297, p. 1639, § 1, effective August 12.

Colo. Rev. Stat. § 7-80-1220 Limitation on liability - no private right of action

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(1) A person shall not have a private right of action against an artist company, its governing body, its manager, or its members based on: (a) The artist company's failure to pursue or create a public benefit; (b) The artist company's failure to fulfill its artistic mission; or (…

Colo. Rev. Stat. § 7-80-1221 Dissolution and winding up - artistic work reversionary rights - distribution of assets

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(1) Dissolution of an artist company is governed by part 8 of this article 80, except as otherwise provided in this section. (2) (a) (I) Except as is necessary to comply with applicable federal income tax law, including section 704 and other applicable provisions of subchapter K …

Colo. Rev. Stat. § 7-80-1222 Effect on other limited liability companies

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This part 12 does not affect a statute or rule of law that is applicable to a limited liability company that is not an artist company. Source: L. 2026: Entire part added, (SB 26-133), ch. 297, p. 1641, § 1, effective August 12.

Colo. Rev. Stat. § 7-80-1223 Jurisdiction - foreign artists

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(1) A person from a jurisdiction other than Colorado may form a limited liability company as an artist company pursuant to this part 12 or cause an existing limited liability company to become an artist company by amending its articles of organization in accordance with this part…

Colo. Rev. Stat. § 7-80-1224 Timeline for implementation - repeal

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(1) No later than July 1, 2027, the secretary of state shall make any changes necessary to implement this part 12, including accepting articles of organization and amended articles of organization filed pursuant to this part 12. (2) This section is repealed, effective July 1, 202…

Colo. Rev. Stat. § 7-80-203 Formation

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(1) One or more persons may form a limited liability company by delivering articles of organization to the secretary of state for filing pursuant to part 3 of article 90 of this title. Any such person who is an individual shall be of the age of eighteen years or older. Such perso…

Colo. Rev. Stat. § 7-80-204 Articles of organization

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(1) The articles of organization shall state: (a) The domestic entity name of the limited liability company, which domestic entity name shall comply with part 6 of article 90 of this title; (b) (Deleted by amendment, L. 94, p. 712, § 7, effective July 1, 1994.) (b.5) The principa…

Colo. Rev. Stat. § 7-80-207 Effect of filing of articles of organization

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A limited liability company is formed when its articles of organization become effective. Source: L. 90: Entire article added, p. 419, § 1, effective April 18. L. 2000: (3) amended, p. 959, § 41, effective July 1. L. 2002: (2) amended, p. 1833, § 72, effective July 1; (2) amended…

Colo. Rev. Stat. § 7-80-208 Notice of existence of limited liability company

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The fact that the articles of organization are on file in the records of the secretary of state is notice that the limited liability company is a limited liability company and is notice of all other facts stated therein that are required to be stated in the articles of organizati…

Colo. Rev. Stat. § 7-80-209 Amendment of articles of organization

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(1) The articles of organization may be amended at any time for any purpose and shall be amended when: (a) There is a change in the domestic entity name of the limited liability company; (b) There is a false or erroneous statement in the articles of organization. (c) and (d) (Del…

Colo. Rev. Stat. § 7-80-301 Limited liability companies - registered agents - service of process - periodic reports

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Part 7 of article 90 of this title, providing for registered agents and service of process, applies to limited liability companies formed under this article. Part 5 of article 90 of this title, providing for periodic reports, applies to limited liability companies formed under th…

Colo. Rev. Stat. § 7-80-401 Management of limited liability company

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(1) Except as provided in subsection (2) of this section, decisions with respect to a limited liability company shall be made by a majority of the members or, if the limited liability company has one or more managers, by a majority of the managers. (2) The consent of each member …

Colo. Rev. Stat. § 7-80-402 Designation of managers

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The members of a limited liability company, the articles of organization of which provide that management of the limited liability company is vested in one or more managers, may designate one or more persons to be managers. A manager who is an individual shall be eighteen years o…

Colo. Rev. Stat. § 7-80-403 Officers and other agents

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(1) A limited liability company may have one or more officers or other agents with such titles, rights, duties, and authority as the limited liability company may determine. An officer or an agent who is an individual shall be eighteen years of age or older. Except as provided in…

Colo. Rev. Stat. § 7-80-404 Duties of members and managers

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(1) In addition to the duties established elsewhere in this article, the duties that each member in a limited liability company in which management is vested in the members and that each manager owes to the limited liability company include the duties to: (a) Account to the limit…

Colo. Rev. Stat. § 7-80-405 Members and managers as agents of the limited liability company

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(1) If the articles of organization provide that management of the limited liability company is vested in one or more managers: (a) A member is not an agent of the limited liability company and has no authority to bind the limited liability company solely by virtue of being a mem…

Colo. Rev. Stat. § 7-80-407 Reimbursement and indemnification of members and managers

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A limited liability company shall reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a member or manager for liabilities incurred by the person, in the ordinary course of the business of the limited liability company or fo…

Colo. Rev. Stat. § 7-80-408 Access to and confidentiality of information - records - accounting

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(1) Each member of a limited liability company has the right, subject to such reasonable standards as may be established by the members or managers pursuant to section 7-80-401 (1), to inspect and copy at the expense of the requesting member the following records of the limited l…

Colo. Rev. Stat. § 7-80-501 Form of contribution

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The contribution of a member may be in cash, property, or services rendered or a promissory note or other obligation to contribute cash or property or to perform services. A person may be admitted to a limited liability company as a member of the limited liability company and may…

Colo. Rev. Stat. § 7-80-502 Liability for contributions

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(1) A member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability, or any other reason. If a member does not make the required c…

Colo. Rev. Stat. § 7-80-503 Sharing of profits and losses

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The profits and losses 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 contributions made by eac…