C.R.S. Section 7-80-102
Definitions

As used in this article, unless the context otherwise requires:

(1)

“Articles of organization” means the articles of organization filed in the records of the secretary of state for the purpose of forming a limited liability company as specified in sections 7-80-203 and 7-80-204. “Articles of organization” includes amended articles of organization, restated articles of organization, statements of merger, and other instruments, however designated, on file in the records of the secretary of state that have the effect of amending or supplementing, in some respect, the original or amended articles of organization.

(2)

“Bankrupt” means bankrupt or a debtor under the federal bankruptcy code of 1978, title 11 of the United States Code, as amended, or an insolvent under any state insolvency act.

(3)

“Business” means any lawful activity, including ownership of real or personal property, whether or not engaged in for profit.

(4)

“Contribution” means anything of value that a person contributes to a limited liability company to become a member in the limited liability company or in the capacity of a member in the limited liability company, including cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.

(5)

“Court” includes every court and judge having jurisdiction in a case.

(6)

and (6.5)(Deleted by amendment, L. 2003, p. 2263, § 174, effective July 1, 2004.)(7) “Limited liability company” or “company” means a limited liability company formed under this article.

(7.5)

and (7.6)(Deleted by amendment, L. 2003, p. 2263, § 174, effective July 1, 2004.)(8) “Manager” means a person designated as a manager of a limited liability company to manage the company pursuant to section 7-80-402.

(9)

“Member” means a person with an ownership interest in a limited liability company with the rights and obligations specified under this article. In the case of a limited liability company with only one member, “members” and “all of the members” refers to such one member.

(10)

“Membership interest” means a member’s share of the profits and losses of a limited liability company and the right to receive distributions of such company’s assets.

(11)

Intentionally left blank —Ed.

(a)

“Operating agreement” means any agreement of all of the members as to the affairs of a limited liability company and the conduct of its business. Except as otherwise provided in this article or as otherwise required by a written operating agreement, the operating agreement need not be in writing. An operating agreement may contain any provisions required or permitted by section 7-80-108 (1). An operating agreement includes any amendments to the operating agreement.

(b)

In the case of a limited liability company with only one member, “operating agreement” includes:

(I)

Any writing, without regard to whether such writing otherwise constitutes an agreement, as to such company’s affairs and the conduct of the limited liability company’s business signed by the sole member;

(II)

Any written agreement between the member and the company as to the limited liability company’s affairs and the conduct of the limited liability company’s business; or

(III)

Any agreement, whether or not the agreement is in writing, between the member and the limited liability company as to a limited liability company’s affairs and the conduct of its business if the limited liability company is managed by a manager who is a person other than the member.

(12)

to (16)(Deleted by amendment, L. 2003, p. 2263, § 174, effective July 1, 2004.)

Source: Section 7-80-102 — Definitions, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑80‑101
Short title 7‑80‑102
Definitions 7‑80‑103
Nature of business 7‑80‑104
Powers 7‑80‑105
Unauthorized assumption of powers 7‑80‑106
Transaction of business outside state 7‑80‑107
Application of corporation case law to set aside limited liability 7‑80‑108
Effect of operating agreement - nonwaivable provisions - statute of frauds 7‑80‑109
Construction of article 7‑80‑203
Formation 7‑80‑204
Articles of organization 7‑80‑207
Effect of filing of articles of organization 7‑80‑208
Notice of existence of limited liability company 7‑80‑209
Amendment of articles of organization 7‑80‑301
Limited liability companies - registered agents - service of process - periodic reports 7‑80‑401
Management of limited liability company 7‑80‑402
Designation of managers 7‑80‑403
Officers and other agents 7‑80‑404
Duties of members and managers 7‑80‑405
Members and managers as agents of the limited liability company 7‑80‑407
Reimbursement and indemnification of members and managers 7‑80‑408
Access to and confidentiality of information - records - accounting 7‑80‑501
Form of contribution 7‑80‑502
Liability for contributions 7‑80‑503
Sharing of profits and losses 7‑80‑504
Sharing of distributions 7‑80‑601
Interim distributions 7‑80‑602
Resignation of member 7‑80‑603
Interest of member upon resignation 7‑80‑604
Distribution in kind 7‑80‑605
Right to distribution 7‑80‑606
Limitations on distribution 7‑80‑701
Admission of members 7‑80‑702
Interest in limited liability company - transferability of interest 7‑80‑703
Rights of creditor against a member 7‑80‑704
Deceased or incompetent members who are individuals - dissolved or terminated members who are legal entities 7‑80‑705
Liability of members and managers 7‑80‑706
Voting 7‑80‑713
Derivative proceeding - standing - definitions 7‑80‑714
Derivative proceeding - demand 7‑80‑715
Stay of derivative proceeding 7‑80‑716
Dismissal of derivative proceeding 7‑80‑717
Discontinuance or settlement of derivative proceeding 7‑80‑718
Payment of expenses - derivative proceeding 7‑80‑719
Applicability of derivative proceeding to foreign limited liability companies 7‑80‑801
Dissolution - time and notice of dissolution 7‑80‑802
Statement of dissolution 7‑80‑803
Effect of dissolution 7‑80‑803.3
Right to wind up business 7‑80‑803.5
Manager’s or member’s power to bind limited liability company after dissolution 7‑80‑810
Judicial dissolution 7‑80‑811
Procedure for judicial dissolution 7‑80‑812
Receivership or custodianship 7‑80‑813
Decree of dissolution 7‑80‑901
Foreign limited liability companies 7‑80‑902
Registered agent - service of process 7‑80‑1101
Application to limited liability companies formed prior to July 1, 1994
Green check means up to date. Up to date

Current through Fall 2024

§ 7-80-102’s source at colorado​.gov