2020 Colorado Revised Statutes
Title 7 - Corporations And Associations
Article 80. Limited Liability Companies
Cross references: For the "Uniform Records Retention Act", see article 17 of title 6.
Law reviews: For article, "Colorado Enacts Limited Liability Company Legislation", see 19 Colo. Law. 1029 (1990); for article, "Choice of Entities in Colorado", see 23 Colo. Law. 293 (1994); for article, "Colorado LLCs: New and Improved", see 24 Colo. Law. 1473 (1994); for article, "Classifying LLCs Under New IRS Ruling Guidelines", see 24 Colo. Law. 741 (1995); for article, "Choice of Entity in Colorado: An Update", see 25 Colo. Law. 3 (Oct. 1996); for article, "Colorado Choice of Entity 1998", see 27 Colo. Law. 5 (June 1998); for article, "Colorado LLCs as Nonprofit Organizations", see 27 Colo. Law. 57 (Aug. 1998); for article, "Contractually Binding Colorado Entities", see 28 Colo. Law. 33 (Dec. 1999); for article, "Colorado Choice of Form of Organization and Structure 2001", see 30 Colo. Law. 11 (Oct. 2001); for article, "Entity and Trade Name Registration: 2001 Update", see 30 Colo. Law. 81 (Oct. 2001); for article, "LLCs in Acquisitions: Increased Utility Under Recent Regulation", see 31 Colo. Law. 73 (Aug. 2002); for article, "No Paper Required: Business Entity Legislation Makes Life Easier for Business Lawyers", see 33 Colo. Law. 6 (June 2004); for article, "Entity and Trade Name Registration: 2004 Update", see 34 Colo. Law. 11 (Jan. 2005); for article, "Satisfying Creditor Claims Against Colorado LLCs, Members, and Managers", see 36 Colo. Law. 23 (Jan. 2007); for article, "Piercing the Veil of an LLC or a Corporation", see 39 Colo. Law. 71 (Aug. 2010); for article, "Single-Member LLCs and Asset Protection", see 41 Colo. Law. 39 (March 2012).
- Section 7-80-101. Short title.
- Section 7-80-102. Definitions.
- Section 7-80-103. Nature of business.
- Section 7-80-104. Powers.
- Section 7-80-105. Unauthorized assumption of powers.
- Section 7-80-106. Transaction of business outside state.
- Section 7-80-107. Application of corporation case law to set aside limited liability.
- Section 7-80-108. Effect of operating agreement - nonwaivable provisions - statute of frauds.
- Section 7-80-109. Construction of article.
- Section 7-80-201. Limited liability company name. (Repealed)
- Section 7-80-202. Reservation of name - repeal. (Repealed)
- Section 7-80-203. Formation.
- Section 7-80-204. Articles of organization.
- Section 7-80-205. Filing of articles of organization - repeal. (Repealed)
- Section 7-80-206. Appeal from secretary of state. (Repealed)
- Section 7-80-207. Effect of filing of articles of organization.
- Section 7-80-208. Notice of existence of limited liability company.
- Section 7-80-209. Amendment of articles of organization.
Editor's note: This article was added in 1990, and this part 3 was subsequently repealed and reenacted in 2003, effective July 1, 2004, resulting in the addition, relocation, and elimination of sections as well as subject matter. For amendments to this part 3 prior to 2004, consult the Colorado statutory research explanatory note and the table itemizing the replacement volumes and supplements to the original volume of C.R.S. 1973 beginning on page vii in the front of this volume.
PART 4 MANAGEMENTEditor's note: This article was added in 1990, and this part 4 was subsequently repealed and reenacted in 2004, resulting in the addition, relocation, and elimination of sections as well as subject matter. For amendments to this part 4 prior to 2004, consult the Colorado statutory research explanatory note and the table itemizing the replacement volumes and supplements to the original volume of C.R.S. 1973 beginning on page vii of this volume. Former C.R.S. section numbers are shown in editor's notes following those sections that were relocated.
- Section 7-80-401. Management of limited liability company.
- Section 7-80-402. Designation of managers.
- Section 7-80-403. Officers and other agents.
- Section 7-80-404. Duties of members and managers.
- Section 7-80-405. Members and managers as agents of the limited liability company.
- Section 7-80-406. Business transactions of member or manager with the limited liability company. (Repealed)
- Section 7-80-407. Reimbursement and indemnification of members and managers.
- Section 7-80-408. Access to and confidentiality of information - records - accounting.
- Section 7-80-501. Form of contribution.
- Section 7-80-502. Liability for contributions.
- Section 7-80-503. Sharing of profits and losses.
- Section 7-80-504. Sharing of distributions.
Law reviews: For article, "Limited Liability Companies: Structuring Members' Economic Rights", see 34 Colo. Law. 73 (Aug. 2005).
- Section 7-80-601. Interim distributions.
- Section 7-80-602. Resignation of member.
- Section 7-80-603. Interest of member upon resignation.
- Section 7-80-604. Distribution in kind.
- Section 7-80-605. Right to distribution.
- Section 7-80-606. Limitations on distribution.
- Section 7-80-607. Liability upon return of contribution. (Repealed)
- Section 7-80-701. Admission of members.
- Section 7-80-702. Interest in limited liability company - transferability of interest.
- Section 7-80-703. Rights of creditor against a member.
- Section 7-80-704. Deceased or incompetent members who are individuals - dissolved or terminated members who are legal entities.
- Section 7-80-705. Liability of members and managers.
- Section 7-80-706. Voting.
- Section 7-80-707. Meetings of members. (Repealed)
- Section 7-80-708. Quorum of members - vote required. (Repealed)
- Section 7-80-709. Notice of members' meetings. (Repealed)
- Section 7-80-710. Waiver of notice. (Repealed)
- Section 7-80-711. Action by members without a meeting. (Repealed)
- Section 7-80-712. Information and accounting. (Repealed)
- Section 7-80-713. Derivative proceeding - standing - definitions.
- Section 7-80-714. Derivative proceeding - demand.
- Section 7-80-715. Stay of derivative proceeding.
- Section 7-80-716. Dismissal of derivative proceeding.
- Section 7-80-717. Discontinuance or settlement of derivative proceeding.
- Section 7-80-718. Payment of expenses - derivative proceeding.
- Section 7-80-719. Applicability of derivative proceeding to foreign limited liability companies.
Editor's note: This article was added in 1990, and this part 8 was subsequently repealed and reenacted in 2003, effective July 1, 2004, resulting in the addition, relocation, and elimination of sections as well as subject matter. For amendments to this part 8 prior to 2004, consult the Colorado statutory research explanatory note and the table itemizing the replacement volumes and supplements to the original volume of C.R.S. 1973 beginning on page vii in the front of this volume. Former C.R.S. section numbers are shown in editor's notes following those sections that were relocated.
SUBPART 1
VOLUNTARY DISSOLUTION
- Section 7-80-801. Dissolution - time and notice of dissolution.
- Section 7-80-802. Statement of dissolution.
- Section 7-80-803. Effect of dissolution.
- Section 7-80-803.3. Right to wind up business.
- Section 7-80-803.5. Manager's or member's power to bind limited liability company after dissolution.
- Section 7-80-804. Disposition of known claims by notification. (Repealed)
- Section 7-80-805. Disposition of claims by publication. (Repealed)
- Section 7-80-806. Enforcement of claims against dissolved limited liability company. (Repealed)
- Section 7-80-807. Grounds for administrative dissolution. (Repealed)
- Section 7-80-808. Procedure for and effect of administrative dissolution. (Repealed)
- Section 7-80-809. Approval by judicial act. (Repealed)
- Section 7-80-810. Judicial dissolution.
- Section 7-80-811. Procedure for judicial dissolution.
- Section 7-80-812. Receivership or custodianship.
- Section 7-80-813. Decree of dissolution.
Editor's note: This article was added in 1990, and this part 9 was subsequently repealed and reenacted in 2003, effective July 1, 2004, resulting in the addition, relocation, and elimination of sections as well as subject matter. For amendments to this part 9 prior to 2004, consult the Colorado statutory research explanatory note and the table itemizing the replacement volumes and supplements to the original volume of C.R.S. 1973 beginning on page vii in the front of this volume.
PART 10 MERGER AND CONVERSION PART 11 APPLICABILITY OF ARTICLE
