2021 Colorado Code
Title 7 - Corporations and Associations
Article 80 - Limited Liability Companies
Part 2 - Formation
§ 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 .
History. Source: 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 July 1, 2004. L. 2004: Entire section amended, p. 1460, § 183, effective July 1.
ANNOTATION
This notice provision applies only where a third party seeks to impose liability on a limited liability company's (LLC) members or managers simply because of their status as members or managers of the LLC. When a third party sues a manager or member of an LLC under an agency theory, the principles of agency law apply notwithstanding the Colorado Limited Liability Company Act's statutory notice rules. Water, Waste & Land, Inc. v. Lanham, 955 P.2d 997 (Colo. 1998).
The general assembly did not intend this notice provision to alter the partially disclosed principal doctrine. The legislature did not intend the notice language to relieve the agent of an LLC of the duty to disclose its identity in order to avoid personal liability. Water, Waste & Land, Inc. v. Lanham, 955 P.2d 997 (Colo. 1998).
Where an agent fails to disclose either the fact that he is acting on behalf of a principal or the identity of the principal, this notice provision cannot relieve the agent of liability to a third party. Water, Waste & Land, Inc. v. Lanham, 955 P.2d 997 (Colo. 1998).
When a third party deals with an agent acting on behalf of an LLC, the existence and identity of which has been disclosed, the third party is conclusively presumed to know that the entity is an LLC and not a partnership or some other type of business organization. Water, Waste & Land, Inc. v. Lanham, 955 P.2d 997 (Colo. 1998).
