Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
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. Ar…
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…
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.)
Colo. Rev. Stat. § 7-80-201 Limited liability company name. (Repealed)
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Source: L. 90: Entire article added, p. 417, � 1, effective April 18. L. 93: (1) amended, p. 63, � 1, effective March 22; (4)(a) and (4)(c) amended, p. 859, � 20, effective July 1, 1994. L. 94: (4)(d) added, p. 88, � 15, effective July 1. L. 97: (4)(a) amended, p. 760, � 24, effe…
Colo. Rev. Stat. § 7-80-202 Reservation of name - repeal. (Repealed)
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Source: L. 90: Entire article added, p. 418, � 1, effective April 18. L. 2003: (3) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsection (3) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
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. § 7-80-205 Filing of articles of organization - repeal. (Repealed)
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Source: L. 90: Entire article added, p. 419, � 1, effective April 18. L. 2003: (3) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsection (3) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
Colo. Rev. Stat. § 7-80-206 Appeal from secretary of state. (Repealed)
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Source: L. 90: Entire article added, p. 419, � 1, effective April 18. L. 2002: Entire section repealed, p. 1861, � 163, effective July 1; entire section repealed, p. 1728, � 163, effective October 1.
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. § 7-80-406 Business transactions of member or manager with the limited liability company. (Repealed)
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C.R.S. 7-80-406Statutes current through Chapter 65 of the 2026 Regular Session, effective as of April 20, 2026. The text of this section is not final. It will not be final until compared to, and updated from, the text provided by the Colorado Office of Legislative Legal Services …
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…
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. § 7-80-607 Liability upon return of contribution. (Repealed)
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Source: L. 90: Entire article added, p. 432, � 1, effective April 18. L. 94: (1) repealed, p. 718, � 24, effective July 1. L. 2004: (2) and (3) amended, p. 943, � 12, effective July 1. L. 2006: Entire section repealed, p. 884, � 87, effective July 1.
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: E…
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.
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. § 7-80-707 Meetings of members. (Repealed)
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Source: L. 90: Entire article added, p. 434, � 1, effective April 18. L. 94: (3) amended, p. 719, � 28, effective July 1. L. 2003: (1) and (4)(b) amended, p. 2268, � 188, effective July 1, 2004. L. 2004: Entire section repealed, p. 944, � 15, effective July 1; entire section repe…
Colo. Rev. Stat. § 7-80-708 Quorum of members - vote required. (Repealed)
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Source: L. 90: Entire article added, p. 435, � 1, effective April 18. L. 94: Entire section amended, p. 719, � 29, effective July 1. L. 2004: Entire section repealed, p. 944, � 16, effective July 1; entire section repealed, p. 1462, � 189, effective July 1.
Colo. Rev. Stat. § 7-80-709 Notice of members' meetings. (Repealed)
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Source: L. 90: Entire article added, p. 435, � 1, effective April 18. L. 94: (3) amended, p. 719, � 30, effective July 1. L. 2004: Entire section repealed, p. 944, � 17, effective July 1; entire section repealed, p. 1462, � 190, effective July 1.
Colo. Rev. Stat. § 7-80-710 Waiver of notice. (Repealed)
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Source: L. 90: Entire article added, p. 435, � 1, effective April 18. L. 2004: Entire section repealed, p. 945, � 18, effective July 1; entire section repealed, p. 1462, � 191, effective July 1.