C.R.S. Section 7-80-404
Duties of members and managers

(1)

In addition to the duties established elsewhere in this article, the duties that each member in a limited liability company in which management is vested in the members and that each manager owes to the limited liability company include the duties to:

(a)

Account to the limited liability company and hold as trustee for it any property, profit, or benefit derived by the member or manager in the conduct or winding up of the limited liability company business or derived from a use by the member or manager of property of the limited liability company, including the appropriation of an opportunity of the limited liability company;

(b)

Refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company business as or on behalf of a party having an interest adverse to the limited liability company; and

(c)

Refrain from competing with the limited liability company in the conduct of the limited liability company business before the dissolution of the limited liability company.
(d)(Deleted by amendment, L. 2006, p. 857, § 24, effective July 1, 2006.)(2) Each member in a limited liability company, the articles of organization of which provide that management is vested in the members, and each manager owes to the limited liability company a duty of care in the conduct and winding up of the business of the limited liability company, which shall be limited to refraining from engaging in grossly negligent or reckless conduct, intentional misconduct, or a knowing violation of law.

(3)

Each member and each manager shall discharge the member’s or manager’s duties to the limited liability company and exercise any rights consistently with the contractual obligation of good faith and fair dealing.

(4)

A member in a limited liability company, the articles of organization of which provide that management is vested in the members, or a manager does not violate a duty or obligation to the limited liability company solely because the member’s or manager’s conduct furthers the member’s or manager’s own interest.

(5)

A member or a manager may lend money to, and transact other business with, the limited liability company, and as to each loan or transaction the rights and obligations of the member or manager may be exercised or performed in the same manner as those of a person who is not a member or manager, subject to other applicable law.

(6)

A member is not entitled to remuneration for services performed for the limited liability company except for reasonable compensation for services rendered in winding up the business of the limited liability company.

Source: Section 7-80-404 — Duties of members and managers, 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

§ 7-80-404’s source at colorado​.gov