§ 7-80-101. Short Title

This article shall be known and may be cited as the “Colorado Limited Liability Company Act”. Source: L. 90: Entire article added, p. 414, § 1, effective April 18.

§ 7-80-102. Definitions

As used in this article, unless the context otherwise requires: “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, […]

§ 7-80-103. Nature of Business

A limited liability company may be formed under this article for any lawful business, subject to any provisions of law governing or regulating such business within this state. Source: L. 90: Entire article added, p. 415, § 1, effective April 18. L. 94: Entire section amended, p. 710, § 2, effective July 1. L. 2003: […]

§ 7-80-104. Powers

Each limited liability company formed and existing under this article may: Sue and be sued, complain and defend, and participate in administrative or other proceedings, in its name; Purchase, take, receive, lease or otherwise acquire, own, hold, improve, use, and otherwise deal in and with real or personal property, or an interest in it, wherever […]

§ 7-80-105. Unauthorized Assumption of Powers

All persons who assume to act as a limited liability company without authority to do so and without good-faith belief that they have such authority shall be jointly and severally liable for all debts and liabilities incurred by such persons so acting. Source: L. 90: Entire article added, p. 416, § 1, effective April 18.

§ 7-80-106. Transaction of Business Outside State

It is the intention of the general assembly by the enactment of this article that the legal existence of limited liability companies formed under this article be recognized beyond the limits of this state and that, subject to any reasonable registration requirements, any such limited liability company transacting business outside this state be granted the […]

§ 7-80-107. Application of Corporation Case Law to Set Aside Limited Liability

In any case in which a party seeks to hold the members of a limited liability company personally responsible for the alleged improper actions of the limited liability company, the court shall apply the case law which interprets the conditions and circumstances under which the corporate veil of a corporation may be pierced under Colorado […]

§ 7-80-108. Effect of Operating Agreement – Nonwaivable Provisions – Statute of Frauds

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 […]

§ 7-80-109. Construction of Article

The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this article. Source: L. 2004: Entire section added, p. 938, § 4, effective July 1.