Understanding Colorado LLC Laws

The rules for starting and running a Colorado limited liability company (LLC) are laid out by Colorado's LLC laws

In this guide, we offer simple explanations to Colorado LLC laws about:

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LLC Formation Requirements

Colorado LLC laws set out the requirements for forming an LLC. The State of Colorado has created the online Articles of Organization form to simplify the process.

Colorado LLC Formation Statute

The following LLC formation statutes are from the Colorado Limited Liability Company Act:

Section 7-80-204. Articles of organization

(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 principal office address of the limited liability company’s initial principal office;

(c) The registered agent name and registered agent address of the limited liability company’s initial registered agent;

(d) The true name and mailing address of each person forming the limited liability company pursuant to section 7-80-203;

(e) That management of the limited liability company is vested in one or more managers or is vested in the members, whichever be the case;

(f) (Deleted by amendment, L. 2003, p. 2265, § 179, effective July 1, 2004.)

(g) That there is at least one member of the limited liability company; and

(h) Any other matters relating to the limited liability company or the articles of organization the persons forming the limited liability company determine to include therein.

What This Means: Key Takeaways*

The Colorado LLC statute provides the requirements for setting up (or forming) an LLC. The State of Colorado offers online LLC filing to meet these requirements.

Required Information for Colorado LLC Formation:

Recommended: For help with completing the LLC formation forms, visit our Colorado LLC Articles of Organization guide.

Registered Agent Duties and Appointment

Colorado LLC laws define the duties and appointment of the LLC registered agent.

Colorado LLC Registered Agent Statute

The following registered agent statutes are from the Colorado Corporations and Associations Act:

Section 7-90-701. Registered agent

(1) Every domestic entity for which a constituent filed document is on file in the records of the secretary of state and every foreign entity authorized to transact business or conduct activities in this state shall continuously maintain in this state a registered agent that shall be:

(a) An individual who is eighteen years of age or older whose primary residence or usual place of business is in this state;

(b) A domestic entity having a usual place of business in this state; or

(c) A foreign entity authorized to transact business or conduct activities in this state that has a usual place of business in this state.

(2) An entity having a usual place of business in this state may serve as its own registered agent.

(3) Any document delivered to the secretary of state for filing on behalf of an entity that appoints a person as the registered agent for the entity shall contain a statement that the person has consented to being so appointed.

What This Means: Key Takeaways*

A registered agent’s job is to accept service of process (legal summons to a lawsuit). 

A Colorado registered agent must:

  • Maintain a registered office in Colorado (i.e., no P.O. boxes)
  • Be an individual 18 years or older, a Colorado corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address

Operating Agreements

Colorado LLC laws provide guidelines for creating and maintaining an LLC operating agreement.

The following operating agreement statutes are from the Colorado Limited Liability Company Act:

Section 7-80-108. Effect of operating agreement - nonwaivable provisions - statute of frauds

(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 operating agreement governs the rights, duties, limitations, qualifications, and relations among the managers, the members, the members’ assignees and transferees, and the limited liability company. Such provisions shall control over any provision of this article to the contrary except as set forth in subsection (1.5), (2), or (3) of this section. To the extent the operating agreement does not otherwise provide, this article shall control.

(b) A limited liability company is bound by any operating agreement of its members.

(c) An operating agreement may be entered into before, after, or at the time of filing of articles of organization and, whether entered into before, after, or at the time of such filing, may be made effective as of the formation of the limited liability company or as of the time or date provided in the operating agreement.

(1.5) To the extent that a member or manager or other person that is a party to, or is otherwise bound by, the operating agreement has duties, including, but not limited to, fiduciary duties, to a limited liability company or to another member, manager, or other person that is a party to or is otherwise bound by an operating agreement, the duties of such member, manager, or other person may be restricted or eliminated by provisions in the operating agreement, as long as any such provision is not manifestly unreasonable.

(2) An operating agreement may not:

(a) (Deleted by amendment, L. 2006, p. 855, § 20, effective July 1, 2006.)

(b) Unreasonably restrict the rights of members and managers under section 7-80-408;

(c) (Deleted by amendment, L. 2006, p. 855, § 20, effective July 1, 2006.)

(d) Eliminate the obligation of good faith and fair dealing under section 7-80-404 (3); except that the operating agreement may prescribe the standards by which the performance of the obligation is to be measured, if such standards are not unreasonable;

(d.5) Eliminate or modify the provisions of section 7-80-801 (1)(c)(I), except to extend the time set forth therein to a time not later than the first anniversary of the date of the termination of the membership of the last remaining member; or

(e) Restrict rights of, or impose duties on, persons other than the members, their assignees and transferees, and the limited liability company without the consent of such persons.

(2.5)

(a) An operating agreement may contain one or more provisions concerning the enforcement, interpretation, construction, application, severability of provisions, integration, effect of parole evidence, and other matters with respect to the operating agreement or any of its provisions.

(b) Unless otherwise provided in the operating agreement, if any provision of an operating agreement or application thereof to any person or circumstance is unenforceable or otherwise invalid under subsection (1.5) or (2) of this section or otherwise, the provision shall be limited, construed, and applied in a manner that is valid and enforceable, and, in any event, the remaining provisions of the operating agreement shall be given effect without the invalid provision or application.

(c) Unless otherwise provided in the operating agreement with respect to the unenforceability, invalidity, or application of any provision of the operating agreement under subsection (1.5) or (2) of this section, when it is claimed or appears to the court that any provision of the operating agreement may violate subsection (1.5) or (2) of this section, the parties shall be afforded a reasonable opportunity to present evidence as to its commercial setting, purpose, and effect, to aid the court in making the determination.

(3) Unless contained in a written operating agreement or other writing approved in accordance with a written operating agreement, no operating agreement may:

(a) (Deleted by amendment, L. 2004, p. 936, § 3, effective July 1, 2004.)

(b) (Deleted by amendment, L. 97, p. 1503, 12, effective June 3, 1997.)

(c) (Deleted by amendment, L. 2004, p. 936, § 3, effective July 1, 2004.)

(d) Vary any requirement under this article that a particular action or provision be reflected in a writing.

(4) It is the intent of this article to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.

(5) An operating agreement is not subject to any statute of frauds, including section 38-10-112, C.R.S., regarding void agreements, but not including any requirement under this article that a particular action or provision be reflected in a writing.

What This Means: Key Takeaways*

An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”

Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.

When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.

If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.

Creating an Operating Agreement

Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:

  • Each member’s responsibilities
  • How new members will be admitted
  • How existing members may transfer or terminate their membership
  • How profits and dividends will be distributed
  • The process for amending the operating agreement

Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.

Periodic Report Requirements

Colorado LLC laws set out the requirements for annual LLC reporting, using what the state refers to as a periodic report. The State of Colorado has created a periodic report online portal to simplify the process.

Colorado LLC Periodic Report Statute

The following periodic report statutes are from the Colorado Corporations and Associations Act:

Section 7-90-501. Periodic reports

(1) Each reporting entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article, a periodic report that states the entity name of the reporting entity, the jurisdiction under the law of which the reporting entity is formed, and:

(a) and (b) (Deleted by amendment, L. 2003, p. 2296, § 210, effective July 1, 2004.)

(c) The registered agent name and registered agent address of the reporting entity’s registered agent;

(d) The principal office address of the reporting entity’s principal office.

(e) (Deleted by amendment, L. 2003, p. 2296, § 210, effective July 1, 2004.)

(2) and (3) (Deleted by amendment, L. 2003, p. 2296, § 210, effective July 1, 2004.)

(4)

(a) The annual report shall be made in a manner prescribed by the secretary of state.

(b) Repealed.

(c)

(I) Unless otherwise elected as provided in subparagraph (II) of this paragraph (c), a reporting entity shall deliver its first periodic report to the secretary of state, for filing pursuant to part 3 of this article, no later than the last day of the second calendar month following the first anniversary of the calendar month in which the reporting entity’s constituent filed document or statement of foreign entity authority, as the case may be, became effective or, in the case of a reporting entity that has been reinstated or that has cured its delinquency, no later than the last day of the second calendar month following the first anniversary of the calendar month in which the reinstatement or curing of delinquency occurred. Unless otherwise elected as provided in subparagraph (II) or (III) of this paragraph (c), thereafter, the periodic report shall be delivered to the secretary of state by each reporting entity annually.

(II) [Editor’s note: This version of subparagraph (II) is effective until ninety days following certification by the secretary of state. (See the editor’s note following this section.)] The secretary of state may permit, on such conditions as the secretary of state may determine, a reporting entity to select an anniversary month different than the anniversary month as established in subparagraph (I) of this paragraph (c) by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of election of alternative anniversary month.

(II) [Editor’s note: This version of subparagraph (II) is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] A reporting entity may, at the time of filing the constituent filed document or the periodic report, select an anniversary month different than the anniversary month as established in subparagraph (I) of this paragraph (c). If an entity elects to change its anniversary month pursuant to this subparagraph (II), that entity may not subsequently change its anniversary month for a period of at least one year.

(III) The secretary of state may permit, on such conditions as the secretary of state may determine, a reporting entity to elect to file the periodic report required by this section biennially by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of election of biennial reporting.

(d) Information in the periodic report shall be current as of the date the periodic report is delivered to the secretary of state, for filing pursuant to part 3 of this article, on behalf of the reporting entity. No periodic report shall state a delayed effective date.

(e) (Deleted by amendment, L. 2002, p. 1843, § 98, effective July 1, 2002; p. 1707, § 96, effective October 1, 2002.)

(f) (Deleted by amendment, L. 2005, p. 1208, § 11, effective October 1, 2005.)

(5) (Deleted by amendment, L. 2005, p. 1208, § 11, effective October 1, 2005.)

(5.5) (Deleted by amendment, L. 2010, (HB 10-1403), ch. 404, p. 1997, § 15, effective August 11, 2010.)

(6) (Deleted by amendment, L. 2004, p. 1484, § 223, effective July 1, 2004.)

(7) Each reporting entity that fails or refuses to deliver to the secretary of state a periodic report for filing on or before the due date prescribed by subsection (4) of this section and pay the prescribed processing fee is subject to a penalty, which shall be determined and collected pursuant to section 24-21-104 (3), C.R.S.

(7.5) Beginning July 27, 2009, a domestic limited partnership formed under or governed by article 62 of this title that is not a reporting limited partnership may deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of election to be a reporting entity stating:

(a) The domestic entity name of the domestic limited partnership;

(b) The principal office address of its principal office;

(c) The registered agent name and registered agent address of its registered agent; and

(d) That the domestic limited partnership elects to become a reporting limited partnership.

What This Means: Key Takeaways*

You can file your Colorado periodic report online.

Your Colorado LLC periodic report must state the following information (and must be current as of the date of filing):

  • The name of the LLC
  • Street address of principal office and mailing address
  • Registered agent and registered office street address

Periodic Report Due Dates:

  • Periodic reports are due within a five-month period starting two months before and two months after the date in which the LLC was formed.

*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.

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