reglab/housing_qa huggingface dataset:
CO Code § 7-80-405 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 4 - Management|§ 7-80-405. Members and Managers as Agents of the Limited Liability Company

  If the articles of organization provide that management of the limited liability company is vested in one or more managers:   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 member; and    Each manager is an agent of the limited liability company for the purposes of its business and an act of a manager, including the execution of an instrument in the name of the limited liability company, for apparently carrying on in the ordinary course the business of the limited liability company or business of the kind carried on by the limited liability company binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing had notice that the manager lacked authority.       If the articles of organization provide that management of the limited liability company is vested in the members, each member is an agent of the limited liability company for the purposes of its business and an act of a member, including the execution of an instrument in the name of the limited liability company, for apparently carrying on in the ordinary course the business of the limited liability company or business of the kind carried on by the limited liability company binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing had notice that the member lacked authority.     History. Source: L. 2004: Entire part R&RE, p. 940, § 6, effective July 1. L. 2006: Entire section amended, p. 858, § 25, effective July 1.
CO Code § 7-80-407 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 4 - Management|§ 7-80-407. Reimbursement and Indemnification of Members and Managers

 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 for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the person's duties to the limited liability company.   History. Source: L. 2004: Entire part R&RE, p. 940, § 6, effective July 1. L. 2006: Entire section amended, p. 859, § 26, effective July 1.    Editor's note:   This section is similar to former § 7-80-410 as it existed prior to 2004.
CO Code § 7-80-408 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 4 - Management|§ 7-80-408. Access to and Confidentiality of Information - Records - Accounting

  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 liability company from time to time upon reasonable demand for any purpose reasonably related to the member's interest as a member of the limited liability company:   True and full information regarding the business and financial condition of the limited liability company, including written resolutions and minutes, if any, of the limited liability company;    A copy of the limited liability company's federal, state, and local income tax returns for each year;    A current list of the name and last-known business, residence, or mailing address of each member and manager;    A copy of the limited liability company's articles of organization and a copy of any written operating agreement of the limited liability company;    True and full information regarding the amount of cash and a description and statement of the agreed value of any other property or services contributed by each member and that each member has agreed to contribute in the future, and the date on which each became a member; and    Other information regarding the affairs of the limited liability company as is just and reasonable.       Each manager shall have the right to examine all of the information described in paragraph   of subsection (1) of this section for a purpose reasonably related to the position of manager.       Each member of a limited liability company and each manager shall have the right to keep confidential from the members, for such period of time as the members or managers deem reasonable, any information that the members or managers reasonably believe to be in the nature of trade secrets or that the limited liability company is required by law or by agreement with a third party to keep confidential.    A limited liability company may maintain its records in other than a written form if such form is capable of conversion into written form within a reasonable time.    Any demand by a member under this section shall be in writing and shall state the purpose of the demand.    A member of a limited liability company shall have the right to have a formal accounting of limited liability company affairs whenever circumstances render it just and reasonable.     History. Source: L. 2004: Entire part R&RE, p. 941, § 6, effective July 1. L. 2006: (1)(d) and (3) amended, p. 859, § 27, effective July 1. L. 2007: (6) added, p. 226, § 16, effective May 29.    Editor's note:   This section is similar to former § 7-80-411 as it existed prior to 2004.
CO Code § 7-80-501 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 5 - Finance|§ 7-80-501. Form of Contribution

 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 receive a membership interest in the limited liability company without making a contribution or being obligated to make a contribution to the limited liability company. Unless otherwise provided in the operating agreement, a person may be admitted to a limited liability company as a member of the limited liability company without acquiring a membership interest in the limited liability company. Unless otherwise provided in the operating agreement, a person may be admitted as the sole member of a limited liability company without making a contribution or being obligated to make a contribution to the limited liability company or without acquiring a membership interest in the limited liability company.   History. Source: L. 90: Entire article added, p. 431, § 1, effective April 18. L. 2004: Entire section amended, p. 942, § 7, effective July 1. L. 2005: Entire section amended, p. 1203, § 3, effective October 1.
CO Code § 7-80-502 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 5 - Finance|§ 7-80-502. Liability for Contributions

  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 contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the value, as stated in the limited liability records required to be kept by section 7-80-408, of such contribution that has not been made.    The obligation of a member to make a contribution or return money or other property paid or distributed in violation of this article may be compromised only by consent in writing of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on the original obligation may enforce the original obligation.    No promise by a member to contribute to the limited liability company is enforceable unless set out in a writing signed by the member.     History. Source: L. 90: Entire article added, p. 431, § 1, effective April 18. L. 94: (1) and (2) amended, p. 716, § 18, effective July 1. L. 2004: (1) amended, p. 942, § 8, effective July 1.
CO Code § 7-80-503 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 5 - Finance|§ 7-80-503. Sharing of Profits and Losses

 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 each member.   History. Source: L. 90: Entire article added, p. 431, § 1, effective April 18. L. 94: Entire section amended, p. 717, § 19, effective July 1. L. 2004: Entire section amended, p. 942, § 9, effective July 1.    ANNOTATION   Law reviews. For article, “Allocation of LLC Profits and Losses and the Basic Economic Effect Test”, see 40 Colo. Law. 45 (April 2011).
CO Code § 7-80-504 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 5 - Finance|§ 7-80-504. Sharing of Distributions

 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 contributions made by each member.   History. Source: L. 90: Entire article added, p. 431, § 1, effective April 18. L. 94: Entire section amended, p. 717, § 20, effective July 1. L. 2004: Entire section amended, p. 942, § 10, effective July 1.
CO Code § 7-80-601 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 6 - Distributions and Resignation|§ 7-80-601. Interim Distributions

 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 happening of the events stated in the operating agreement or as otherwise agreed by all of the members.   History. Source: L. 90: Entire article added, p. 432, § 1, effective April 18. L. 97: Entire section amended, p. 1505, § 18, effective June 3. L. 2003: Entire section amended, p. 2267, § 186, effective July 1, 2004.
CO Code § 7-80-602 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 6 - Distributions and Resignation|§ 7-80-602. Resignation of Member

 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 offset the damages against the amount otherwise distributable to the resigning member.   History. Source: L. 90: Entire article added, p. 432, § 1, effective April 18. L. 94: Entire section amended, p. 717, § 21, effective July 1. L. 2004: Entire section amended, p. 943, § 11, effective July 1.
CO Code § 7-80-603 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 6 - Distributions and Resignation|§ 7-80-603. Interest of Member Upon Resignation

 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 such member would have been entitled if the member had not resigned.   History. Source: L. 90: Entire article added, p. 432, § 1, effective April 18. L. 94: Entire section amended, p. 717, § 22, effective July 1. L. 2007: Entire section amended, p. 227, § 17, effective May 29.
CO Code § 7-80-604 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 6 - Distributions and Resignation|§ 7-80-604. Distribution in Kind

 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 company to the extent that the percentage of the asset distributed to the member exceeds a percentage of that asset that is equal to the percentage in which the member shares in distributions from the limited liability company.   History. Source: L. 90: Entire article added, p. 432, § 1, effective April 18. L. 94: Entire section amended, p. 718, § 23, effective July 1. L. 2004: Entire section amended, p. 1460, § 185, effective July 1.
CO Code § 7-80-605 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 6 - Distributions and Resignation|§ 7-80-605. Right to Distribution

 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.   History. Source: L. 90: Entire article added, p. 432, § 1, effective April 18. L. 2004: Entire section amended, p. 1461, § 186, effective July 1.
CO Code § 7-80-606 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 6 - Distributions and Resignation|§ 7-80-606. Limitations on Distribution

  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 interests and liabilities for which the recourse of creditors is limited to a specific property of the limited liability company, exceed the fair value of the assets of the limited liability company; except that the fair value of property that is subject to a liability for which the recourse of creditors is limited shall be included in the assets of the limited liability company only to the extent that the fair value of that property exceeds that liability. For purposes of this subsection (1), the term “distribution” shall not include payments to the extent that the payments do not exceed amounts equal to or constituting reasonable compensation for present or past services or reasonable payments made in the ordinary course of business pursuant to a bona fide retirement plan or other benefits program.    A member who receives a distribution in violation of subsection (1) of this section, and who knew at the time of the distribution that the distribution violated subsection (1) of this section, shall be liable to the limited liability company for the amount of the distribution. A member who receives a distribution in violation of subsection (1) of this section, and who did not know at the time of the distribution that the distribution violated subsection (1) of this section, shall not be liable for the amount of the distribution. Subject to subsection (3) of this section, this subsection (2) shall not affect any obligation or liability of a member under an agreement or other applicable law for the amount of a distribution.    Unless otherwise agreed, a member who receives a distribution from a limited liability company shall have no liability under this article or other applicable law for the amount of the distribution after the expiration of three years from the date of the distribution unless an action to recover the distribution from such member is commenced prior to the expiration of the said three-year period and an adjudication of liability against such member is made in the said action.     History. Source: L. 90: Entire article added, p. 432, § 1, effective April 18. L. 2006: Entire section amended, p. 860, § 28, effective July 1. L. 2007: (1) amended, p. 227, § 18, effective May 29.    ANNOTATION   Absent express statutory authority, creditors of a limited liability company (LLC) may not assert a claim against members of the LLC for unlawful distribution. Under this section, only the LLC may assert that claim against its members. Weinstein v. Colborne Foodbotics, LLC, 2013 CO 33, 302 P.3d 263.
CO Code § 7-80-701 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-701. Admission of Members

  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.    At any time that a limited liability company has no members, upon the unanimous consent of all the persons holding by assignment or transfer any of the membership interest of the last remaining member of the limited liability company, one or more persons, including an assignee or transferee of the last remaining member, may be admitted as a member or members.     History. Source: L. 90: Entire article added, p. 433, § 1, effective April 18. L. 2004: Entire section amended, p. 943, § 13, effective July 1. L. 2006: Entire section amended, p. 860, § 29, effective July 1.    ANNOTATION   Agreement that required prior written approval of any assignment of a member's interest prevented putative assignee from becoming a member, therefore the putative assignee had no enforceable membership interest. Condo v. Conners, 271 P.3d 524 (Colo. App. 2010), aff'd, 266 P.3d 1110 (Colo. 2011).
CO Code § 7-80-703 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-703. Rights of Creditor Against a Member

 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's share of the profits and of any other money due or to become due to the member in respect of the limited liability company and make all other orders, directions, accounts, and inquiries that the debtor member might have made, or that the circumstances of the case may require. To the extent so charged, except as provided in this section, the judgment creditor has only the rights of an assignee or transferee of the membership interest. The membership interest charged may be redeemed at any time before foreclosure. If the sale is directed by the court, the membership interest may be purchased without causing a dissolution with separate property by any one or more of the members. With the consent of all members whose membership interests are not being charged or sold, the membership interest may be purchased without causing a dissolution with property of the limited liability company. This article shall not deprive any member of the benefit of any exemption laws applicable to the member's membership interest.   History. Source: L. 90: Entire article added, p. 433, § 1, effective April 18. L. 97: Entire section amended, p. 1505, § 19, effective June 3. L. 2006: Entire section amended, p. 862, § 31, effective July 1.    ANNOTATION   Law reviews. For article, “Charging Partnership and LLC Interests To Satisfy Debts of Individuals”, see 23 Colo. Law. 2743 (1994).   The priority of charging orders issued against Colorado limited liability companies is determined by first-in-time service of charging orders enforceable in the state. Charging orders that are enforceable in Colorado include both those issued by state courts as well as foreign charging orders that have been domesticated in state court. McClure v. JP Morgan Chase Bank, N.A., , 395 P.3d 1123, aff'd, 2017 CO 22, 393 P.3d 955 .   Where there are no other members in the limited liability company (LLC), the debtor's bankruptcy filing effectively assigned her entire membership interest in the LLC to the bankruptcy estate, and the trustee obtained all of the debtor's rights, including the right to control the management of the LLC. In re Albright, 291 B.R. 538 (Bankr. D. Colo. 2003 ).   Because the trustee became the sole member of the LLC upon the debtor's bankruptcy filing, the trustee controls, directly or indirectly, all governance of that entity, including any decision regarding liquidation of the entity's assets. Therefore, the trustee may cause the LLC to sell its property and distribute net proceeds to the bankruptcy estate. Alternatively, the trustee may elect to distribute the LLC's property to the bankruptcy estate, and, in turn, liquidate the property himself. In re Albright, 291 B.R. 538 (Bankr. D. Colo. 2003 ).
CO Code § 7-80-704 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-704. Deceased or Incompetent Members Who Are Individuals - Dissolved or Terminated Members Who Are Legal Entities

  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 transferee of the member.    If a member other than an individual is dissolved or terminated, the legal representative or successor of the member may exercise all of the powers of an assignee or transferee of the member.    (Deleted by amendment,L. 2006, p. 862, § 32, effective July 1, 2006.)     History. Source: L. 90: Entire article added, p. 433, § 1, effective April 18. L. 94: Entire section amended, p. 718, § 26, effective July 1. L. 2004: (1) amended, p. 1461, § 187, effective July 1. L. 2006: (2) and (3) amended, p. 862, § 32, effective July 1.
CO Code § 7-80-705 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-705. Liability of Members and Managers

 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.   History. Source: L. 90: Entire article added, p. 434, § 1, effective April 18.
CO Code § 7-80-706 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-706. Voting

  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 matter.    Any member may vote in person or by proxy.     History. Source: L. 90: Entire article added, p. 434, § 1, effective April 18. L. 94: (2) amended, p. 719, § 27, effective July 1. L. 2003: (1) amended, p. 2267, § 187, effective July 1, 2004.