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Colorado LLC Operating Agreement Templates

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The Colorado LLC operating agreement is a legal document that is used to establish rules and regulations that, once agreed upon by the members, shall govern relationships between all of the managing members of the company, therefore setting into place specifics pertaining to the operations of the company. The document shall also offer legal protections, separating personal assets from the business, securing member’s personal assets if need be.

The State of Colorado does not require the filing of this form in order to operate within the State. However, businesses should secure their business with the document as soon as possible, preferably prior to commencement, no matter the size of the business. Once the document is complete, it should be filed and recorded. All members (including sole proprietors) must take the time to carefully review all aspects of the document. If the language is unclear, a consultation with a knowledgeable attorney may be needed. This document will not require notarization.

Laws – Title 7, Article 80

Operating Agreement Laws – § 7-80-108

State Definition – § 7-80-102(11)(a)

Table of Contents

By Type

Multi-Member LLC Operating Agreement – For a company or business that shall operate with more than one contributing, managing member.

Single-Member LLC Operating Agreement – This document would be designed specifically for a sole proprietor (owner) to establish a single-member entity.

How to Form an LLC in Colorado

The Colorado Secretary of State requires all entities to operate under a unique business name that is distinct and dissimilar to that of any others currently registered in the State. Therefore it is best to conduct a Name Availability Search prior to filing to guarantee the usage of a name. It is also possible to reserve a name for up to 120 days by filing the Statement of Reservation of Name.

Step 1 – File Online

The Colorado Secretary of State has designed an online filing system through which may submit your application; online filing is preferred as there are no pre-made forms currently available. Select your entity type below and begin filling in the online form.

Step 2 – Filing Fee

After completing the online form, you will be prompted to pay the filing fee. The fees are as follows:

  • Domestic – $50
  • Foreign – $100

Step 4 – Operating Agreement (not required)

An operating agreement may be drafted to outline the rights and duties of the company’s ownership as well as describe each owner’s financial interest (if a multi-member LLC). A single-member LLC can use a document of this nature to prove in court that the entity’s structure is separate from the individual and completely unique to the entity itself. Although the form is not required by State law, it is highly recommended that one be drafted after the LLC has been filed with the Secretary of State.

Step 5 – Employer Identification Number (EIN)

The Internal Revenue Service (IRS) uses the Employer Identification Number (EIN) to keep track of the financial activity of any particular business. If the owner(s) want to hire employees, register for bank accounts, apply for loans, or obtain credit cards, an EIN will be required. Applying for this identifier can be accomplished both Online or through Form SS-4.

How to Write

Step 1 – Once the document is downloaded, enter the name of the company in the first line of the document.

Step 2  Submit the date of creation of the agreement in dd/mm/yy format.

  • Select the type of agreement (Single or Multiple member)
  • Check the applicable box and enter the information behind the box selected

Single-Member –

  • Check the “single-member” box
  • Provide the name of the company
  • State (Colorado)
  • Owner’s name
  • Owner’s complete physical address

Multi-Member –

  • Check the “multi-member” box
  • Each member must enter their name (print or type is preferable)
  • Each member must enter their complete physical address

Step 3  Name and Principal Place of Business – Provide the following:

  • The name of the company
  • The full address where the company shall reside
  • The City where the business shall reside inside of the State
  • Proceed by reviewing the following sections and completing any of the required information contained in the sections

Formation –

  • Enter the date the company was formed, in dd/mm/yy format
  • Proceed by reading the remainder of the paragraph
  • AND
  • Purpose
  • Term

Step 4  Member Capital Contributions –

  • Select and check the applicable box
  • If the selection is multi-member, check the box
  • The members must print or type their name(s)
  • Each member shall enter their respective capital contribution (never less than $100.00). No member shall be obligated to make additional contributions
  • All members must continue to review the final two paragraphs of this section
  • AND
  • Distributions
  • Check the appropriate box
  • If the selection is multi-member, each member must submit their name
  • Each member must continue by entering their percentage of interest
  • Complete the review of this section

Step 5  Distributions – This is a lengthy section but must be reviewed carefully by all members.

  • Check the applicable box
  • If multi-member is the selected box, all members must enter their names
  • All members must enter their percentage of interest
  • All members must review the remainder of this section

Step 6  Books, Records and Tax Returns –

  • Check the appropriate box
  • Review the title section
  • AND
  • Bank Accounts

Step 7  Management of the Company – Check the box that applies.

  • Single-Member – Submit the owner’s full name and read the remainder of the section
  • Multi-Member – All members should first read this section and enter the following:
    • Enter the maxim amount that is allowed for payment of any encumbrances without the decision of all members
    • Submit the maximums with regard to lending of company funds
    • Enter the maximum allowable payout for improvements, repairs, etc. (without full member approval)
    • Enter the maximum allowable payout with regard to settlements, discharge of claims, demand for debt owed, without the approval of all members

Meetings of Members –

  • Multi-Members – Check the box and enter the day, annually, in which the members shall expect to meet

Assignment of Interests –

  • Multi-Members – Check the box and have all members carefully review this section

Ownership of Property –

  • Single-Member – Check the box and review the paragraph

Right of First Refusal –

  • Multi-Members – Check the box and have the company’s members read this section

Admission of New Members –

  • Multi-Members – Check the box and have all contributing members carefully read this section

Dissolution and Liquidation – Select and check the appropriate box.

  • Carefully review the section behind the respectively selected box, appropriately

Representation of Members –

  • Multi-Members – Check the box and review the entire section

Certificates Evidencing Membership – Multi-Members – Check the box, read the information at the beginning of this section and provide the following information:

  • Submit the name of the company
  • Submit the effective date in dd/mm/yy format and proceed by a complete review by all members, of the following sections:
    • Notices
    • Arbitration
    • Indemnification
    • Miscellaneous

Step 8 – Signature(s) –

  • Once the document has been carefully reviewed, all single-member or multi-member signatures must be entered
  • Provide the date of the signature(s) in dd/mm/yy format
  • Submit the name of the company
  • An owner or managing member must provide their signature in the “By:” line as witness to the document
  • All members, whether a single-member or multi-member, must provide their signature at the end of the document

When the document has been completed with the required signatures in agreement to the entire document, and inasmuch as the document shall also serve as certification of Evidence to Membership, each member must be provided and should carefully maintain a copy of this document as a part of their individual record keeping.


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