reglab/statecodes huggingface dataset:
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 2 - FORMATION (§§ 7-80-201 — 7-80-209) › Section 7-80-208 - Notice of existence of limited liability company

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 organization by section
7-80-204
.
L. 90: Entire article added, p. 420, § 1, effective April 18. L. 97: Entire section amended, p. 1503, § 15, effective June 3. L. 2003: Entire section amended, p. 2266, § 181, effective 7/1/2004. L. 2004: Entire section amended, p. 1460, § 183, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 2 - FORMATION (§§ 7-80-201 — 7-80-209) › Section 7-80-209 - Amendment of articles of organization

(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)
(Deleted by amendment, L. 94, p. 713, § 8, effective July 1, 1994.)
(1.5)
An amendment to the articles of organization is invalid unless approved by all of the members or in such other manner as may be provided in the operating agreement.
(2)
(Deleted by amendment, L. 2003, p. 2266, § 182, effective July 1, 2004.)
(3) and (4)
(Deleted by amendment, L. 2002, p. 1833, § 73, effective July 1, 2002; p. 1697, § 71, effective October 1, 2002.)
(5)
A limited liability company amends its articles of organization by delivering articles of amendment to its articles of organization to the secretary of state, for filing pursuant to part 3 of article
90
of this title, stating:
(a)
The domestic entity name of the limited liability company; and
(b)
The amendment to the articles of organization.
L. 90: Entire article added, p. 420, § 1, effective April 18. L. 94: (1)(c), (1)(d), and (2) amended and (1.5) added, p. 713, § 8, effective July 1. L. 2002: (2) to (4) amended, p. 1833, § 73, effective July 1; (2) to (4) amended, p. 1697, § 71, effective October 1. L. 2003: IP(1), (1)(a), and (2) amended, p. 2266, § 182, effective 7/1/2004. L. 2004: (1.5) amended, p. 938, § 5, effective July 1; (5) added, p. 1460, § 184, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 3 - REGISTERED AGENTS, SERVICE OF PROCESS, AND ANNUAL REPORTS (§ 7-80-301) › Section 7-80-301 - Limited liability companies - registered agents - service of process - periodic reports

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 this article.
L. 2003: Entire part R&RE, p. 2267, § 183, effective 7/1/2004. L. 2010: Entire section amended, (HB 10 -1403), ch. 404, p. 1995, § 9, effective August 11.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 4 - MANAGEMENT (§§ 7-80-401 — 7-80-408) › Section 7-80-401 - Management of limited liability company

(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 is necessary to:
(a)
Amend the articles of organization;
(b)
Amend the operating agreement; and
(c)
Authorize an act of the limited liability company that is not in the ordinary course of the business of the limited liability company.
(3)
A person or persons who will be admitted as a member or members pursuant to section
7-80-701(2)
may, by unanimous consent, amend the operating agreement to be effective immediately before the admission of the person or persons.
L. 2004: Entire part R&RE, p. 938, § 6, effective July 1. L. 2006: (1) amended and (3) added, p. 857, § 21, effective July 1.
This section is similar to former § 7-80-401 as it existed prior to 2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 4 - MANAGEMENT (§§ 7-80-401 — 7-80-408) › Section 7-80-402 - Designation of managers

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 of age or older. Managers may be designated and removed by the consent of a majority of the members.
L. 2004: Entire part R&RE, p. 939, § 6, effective July 1. L. 2006: Entire section amended, p. 857, § 22, effective July 1.
This section is similar to former § 7-80-402 as it existed prior to 2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 4 - MANAGEMENT (§§ 7-80-401 — 7-80-408) › Section 7-80-403 - Officers and other agents

(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 subsection (2) of this section, officers and other agents may be designated or removed, and their titles, rights, duties, and authority may be established, by the consent of a majority of the members or, if the limited liability company has one or more managers, by a majority of the managers.
(2)
Officers and other agents may be given authority to do any act that is not in the ordinary course of the business of the limited liability company only with the consent of all of the members.
L. 2004: Entire part R&RE, p. 939, § 6, effective July 1. L. 2006: Entire section amended, p. 857, § 23, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 4 - MANAGEMENT (§§ 7-80-401 — 7-80-408) › Section 7-80-405 - Members and managers as agents of the limited liability company

(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 member; and
(b)
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.
(2)
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.
L. 2004: Entire part R&RE, p. 940, § 6, effective July 1. L. 2006: Entire section amended, p. 858, § 25, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 4 - MANAGEMENT (§§ 7-80-401 — 7-80-408) › Section 7-80-406 - [Repealed]

L. 2004: Entire part R&RE, p. 940, § 6, effective July 1. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
This section was similar to former § 7-80-409 as it existed prior to 2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 4 - MANAGEMENT (§§ 7-80-401 — 7-80-408) › Section 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.
L. 2004: Entire part R&RE, p. 940, § 6, effective July 1. L. 2006: Entire section amended, p. 859, § 26, effective July 1.
This section is similar to former § 7-80-410 as it existed prior to 2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 4 - MANAGEMENT (§§ 7-80-401 — 7-80-408) › Section 7-80-408 - Access to and confidentiality of information - records - accounting

(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 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:
(a)
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;
(b)
A copy of the limited liability company's federal, state, and local income tax returns for each year;
(c)
A current list of the name and last-known business, residence, or mailing address of each member and manager;
(d)
A copy of the limited liability company's articles of organization and a copy of any written operating agreement of the limited liability company;
(e)
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
(f)
Other information regarding the affairs of the limited liability company as is just and reasonable.
(2)
Each manager shall have the right to examine all of the information described in paragraph (a) of subsection (1) of this section for a purpose reasonably related to the position of manager.
(3)
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.
(4)
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.
(5)
Any demand by a member under this section shall be in writing and shall state the purpose of the demand.
(6)
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.
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.
This section is similar to former § 7-80-411 as it existed prior to 2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 5 - FINANCE (§§ 7-80-501 — 7-80-504) › Section 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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 5 - FINANCE (§§ 7-80-501 — 7-80-504) › Section 7-80-502 - Liability for contributions

(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 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.
(2)
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.
(3)
No promise by a member to contribute to the limited liability company is enforceable unless set out in a writing signed by the member.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 5 - FINANCE (§§ 7-80-501 — 7-80-504) › Section 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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 5 - FINANCE (§§ 7-80-501 — 7-80-504) › Section 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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 6 - DISTRIBUTIONS AND RESIGNATION (§§ 7-80-601 — 7-80-607) › Section 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.
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 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 6 - DISTRIBUTIONS AND RESIGNATION (§§ 7-80-601 — 7-80-607) › Section 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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 6 - DISTRIBUTIONS AND RESIGNATION (§§ 7-80-601 — 7-80-607) › Section 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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 6 - DISTRIBUTIONS AND RESIGNATION (§§ 7-80-601 — 7-80-607) › Section 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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 6 - DISTRIBUTIONS AND RESIGNATION (§§ 7-80-601 — 7-80-607) › Section 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.
L. 90: Entire article added, p. 432, § 1, effective April 18. L. 2004: Entire section amended, p. 1461, § 186, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 6 - DISTRIBUTIONS AND RESIGNATION (§§ 7-80-601 — 7-80-607) › Section 7-80-606 - Limitations on distribution

(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 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.
(2)
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.
(3)
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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 6 - DISTRIBUTIONS AND RESIGNATION (§§ 7-80-601 — 7-80-607) › Section 7-80-607 - [Repealed]

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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-701 - Admission of members

(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 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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-702 - Interest in limited liability company - transferability of interest

(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 profits or other compensation by way of income and the return of contributions to which that member would otherwise be entitled and shall have no right to participate in the management of the business and activities of the limited liability company or to become a member.
(2)
A member ceases to be a member upon assignment or transfer of all the member's membership interest. A person to whom all of a member's membership interest has been assigned or transferred and who has been admitted as a member has all the rights and powers and is subject to all the restrictions and liabilities of the assignor or transferor with respect to the portion of the membership interest assigned or transferred. The admission of the assignee or transferee releases the assignor or transferor from liability to the limited liability company other than for liabilities under section
7-80-502
or
7-80-606
.
(3)
A person to whom a portion of a member's membership interest has been assigned or transferred and who has been admitted as a member has all the rights and powers and is subject to all the restrictions and liabilities of the assignor or transferor with respect to the portion of the membership interest assigned or transferred. The admission of the assignee or transferee terminates the assignor's or transferor's rights and powers as a member with respect to the portion of the membership interest assigned or transferred and releases the assignor or transferor from liability to the limited liability company with respect to the portion of the membership interest assigned or transferred other than for liabilities under section
7-80-502
or
7-80-606
.
L. 90: Entire article added, p. 433, § 1, effective April 18. L. 94: (1) amended, p. 718, § 25, effective July 1. L. 2004: Entire section amended, p. 943, § 14, effective July 1. L. 2006: Entire section amended, p. 861, § 30, effective July 1. L. 2007: (2) amended, p. 227, § 19, effective May 29.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 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.
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-704 - Deceased or incompetent members who are individuals - dissolved or terminated members who are legal entities

(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 transferee of the member.
(2)
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.
(3)
(Deleted by amendment, L. 2006, p. 862, § 32, effective July 1, 2006.)
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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 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.
L. 90: Entire article added, p. 434, § 1, effective April 18.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-706 - Voting

(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 matter.
(2)
Any member may vote in person or by proxy.
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 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-707 - [Repealed]

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 7/1/2004. L. 2004: Entire section repealed, p. 944, § 15, effective July 1; entire section repealed, p. 1461, § 188, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-708 - [Repealed]

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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-709 - [Repealed]

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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-710 - [Repealed]

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.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-711 - [Repealed]

L. 90: Entire article added, p. 435, § 1, effective April 18. L. 94: (1) amended, p. 719, § 31, effective July 1. L. 2003: (1) amended, p. 2268, § 189, effective 7/1/2004. L. 2004: Entire section repealed, p. 945, § 19, effective July 1; entire section repealed, p. 1463, § 192, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-712 - [Repealed]

L. 90: Entire article added, p. 436, § 1, effective April 18. L. 2003: IP(1)(b) amended, p. 2268, § 190, effective 7/1/2004. L. 2004: Entire section repealed, p. 946, § 20, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-713 - Derivative proceeding - standing - definitions

(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 operation of law; and
(b)
It appears that the member fairly and adequately represents the interests of the members similarly situated in enforcing the right of the limited liability company.
(2)
For purposes of this part 7, "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.
L. 2002: Entire section added, p. 1725, § 160, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-714 - Derivative proceeding - demand

(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 limitation shall not be required where:
(I)
The member has been notified prior to the expiration of the thirty-day period that the demand has been rejected by the limited liability company; or
(II)
Irreparable injury to the limited liability company would result from waiting for the expiration of the thirty-day period.
L. 2002: Entire section added, p. 1725, § 160, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-715 - Stay of derivative proceeding

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.
L. 2002: Entire section added, p. 1725, § 160, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-716 - Dismissal of derivative proceeding

(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 determination is based, that the maintenance of the derivative action is not in the best interests of the limited liability company.
(2)
(a)
Subject to the requirements of paragraph (b) of this subsection (2), the determination whether the maintenance of the derivative proceeding is in the best interests of the limited liability company shall be made by the independent manager of the limited liability company or, where there is more than one such manager, by a majority of said managers; except that, if there is no independent manager of the limited liability company or if the majority of such managers is unable to make the determination, the determination shall be made by a majority of the independent members of the limited liability company.
(b)
If the determination is not made pursuant to paragraph (a) of this subsection (2), the determination shall be made by the person, or, in the case of more than one person, by a majority of such persons, sitting upon a panel of one or more persons appointed by a court upon motion filed with the court by the limited liability company for such purposes.
(3)
The court shall appoint only independent persons to the panel described in paragraph (b) of subsection (2) of this section.
(4)
None of the following shall by itself cause a person not to be considered independent for purposes of subsection (2) of this section:
(a)
The naming of the person as a defendant in the derivative proceeding or as a person against whom action is demanded;
(b)
The approval by such person of the act being challenged in the derivative proceeding or demand where the act did not result in personal benefit to such person;
(c)
The making of the demand pursuant to section
7-80-714
or the commencement of the derivative proceeding pursuant to this section.
(5)
Subject to section
7-80-717
, a panel appointed by the court pursuant to paragraph (b) of subsection (2) of this section shall have such authority to continue, settle, or discontinue the derivative proceeding as the court may confer upon such panel.
(6)
The plaintiff in the derivative proceeding shall have the burden of proving that any of the requirements of subsections (1) and (2) of this section have not been met.
L. 2002: Entire section added, p. 1725, § 160, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-717 - Discontinuance or settlement of derivative proceeding

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 company, the court shall direct that notice be given to the members affected.
L. 2002: Entire section added, p. 1726, § 160, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-718 - Payment of expenses - derivative proceeding

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 expenses, including attorney fees, incurred by the plaintiff in connection with the maintenance of such proceeding. On the termination of a derivative proceeding commenced pursuant to this part 7, where the court finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose, the court may order the plaintiff to pay any of the defendant's reasonable expenses, including attorney fees, incurred by the defendant in connection with the defense of such proceeding.
L. 2002: Entire section added, p. 1726, § 160, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 7 - MEMBERS (§§ 7-80-701 — 7-80-719) › Section 7-80-719 - Applicability of derivative proceeding to foreign limited liability companies

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
7-80-718
shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in such proceeding covered by sections
7-80-715
and
7-80-717
shall be governed by the law of this state.
L. 2002: Entire section added, p. 1727, § 160, effective October 1. L. 2003: Entire section amended, p. 2268, § 191, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-80-801 — 7-80-806) › Section 7-80-801 - Dissolution - time and notice of dissolution

(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 of:
(I)
The ninety-first day after the limited liability company ceases to have members unless, prior to that date, a person has been admitted as a member; or
(II)
The date on which a statement of dissolution of the limited liability company becomes effective pursuant to section
7-90-304
.
L. 2003: Entire part R&RE, p. 2269, § 192, effective 7/1/2004. L. 2004: Entire section amended, p. 946, § 21, effective July 1. L. 2006: Entire section amended, p. 862, § 33, effective July 1.
This section is similar to former § 7-80-801 as it existed prior to 2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-80-801 — 7-80-806) › Section 7-80-802 - Statement of dissolution

(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 address of the limited liability company's principal office.
(c) and (d)
(Deleted by amendment, L. 2004, p. 1463, § 193, effective July 1, 2004.)
(2)
A limited liability company is dissolved as provided in section
7-80-801
.
(3)
For purposes of sections
7-80-405
and
7-80-803.5
, a person who is not a manager or member has notice of the dissolution of a limited liability company on the earlier of:
(a)
The ninetieth day after the limited liability company's statement of dissolution is on file with the secretary of state; or
(b)
The date on which such person first has actual knowledge of the dissolution.
L. 2003: Entire part R&RE, p. 2269, § 192, effective 7/1/2004. L. 2004: (1) amended, p. 1463, § 193, effective July 1. L. 2006: (2) amended and (3) added, p. 863, § 34, effective July 1.
This section is similar to former §
7-80-806
as it existed prior to 2004.