Colorado LLC Formation Requirements

Articles of Organization

  • To form an LLC in the Colorado, the articles of organization must be filed with the Secretary of State. State law requires that certain information be included in your articles of organization. This information must include:
  • The company name
  • Its principal place of business
  • The name and business address of the registered agent for service of process
  • A statement as to whether the LLC is to be manager-managed, and if so, if management is vested in managers, the names and business addresses of the initial manager or managers
  • If the LLC is member-managed, the names and business addresses of the initial member or members
  • With respect to a LLC, if management is in managers rather than reserved to the members, the names and addresses of the initial member or members may be set forth in the articles of organization

Filing

Your LLC is considered organized once the articles of organization are delivered to the Colorado Secretary of State, and the articles are deemed to be compliance with state requirements. One certified copy of the articles of organization will be issued, and the other certified copy will be returned to the organizer or members.

Additionally, forming an LLC generally requires inclusion and/or consideration of the following:

Organizers

Any natural person at least 18 years of age may form a LLC.  They need not be members of the LLC.

  • Minimum Number of Organizers: One or more natural persons
  • Eligibility: An organizer may be a natural person and not an entity

Organizers

Any person at least 18 years of age or entity may form a LLC.  They need not be members of the LLC.

  • Minimum Number of Organizers: One or more natural persons or entities
  • Eligibility: An organizer may be an individual, corporation, government or governmental subdivision or agency, business trust, estate, trust, limited liability company, partnership, association, or other legal entity

Operating Agreement

Although not required, LLC members may adopt an operating agreement for the company, which may also be amended and repealed as allowed by the agreement or applicable law. The articles of organization may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members.

Membership

A limited liability company must have one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Eligibility Requirements: A natural person or an entity
  • Procedure for Membership: The member may acquire an interest in the LLC directly from the limited liability company at formation and, after formation, upon the written consent of all members

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company

  • Unless prohibited in a written operating agreement, a member may resign from a LLC by giving written notice to the other members
  • If the resignation violates the operating agreement, the LLC may recover any damages resulting from the breach of the operating agreement and offset the damages against the amount otherwise distributable

Contribution

The contributions of a member to the limited liability company may be cash, property, or services rendered or a promissory note or other obligation to contribute cash or property or to perform services.

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