Llc Operating Agreement Template Colorado

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: CO-LLC-OA-2024-001
Effective Date: [Effective Date]
Version: 1.0
Governing Jurisdiction: State of Colorado

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LEGAL DISCLAIMER

This document is a template provided for informational and drafting purposes. It is drafted to be compliant with the Colorado Limited Liability Company Act (Colo. Rev. Stat. §§ 7-80-101 et seq.). This document constitutes legal information, not specific legal advice. Given the complexity of tax law, fiduciary duties, and business entity structuring, parties should consult with licensed Colorado counsel and a qualified tax professional before execution.

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1. FORMATION AND IDENTIFICATION OF PARTIES

This Operating Agreement (the "Agreement") is entered into as of the [Effective Date] by and among the individuals/entities listed in Exhibit A (the "Members").

1.1 Formation. The Members have formed a Limited Liability Company under the laws of the State of Colorado by filing Articles of Organization with the Colorado Secretary of State for [Company Full Legal Name] (the "Company").

1.2 Purpose. The Company is formed for the purpose of engaging in any lawful business, trade, or activity for which a limited liability company may be organized under Colorado law.

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2. CAPITAL CONTRIBUTIONS AND OWNERSHIP

2.1 Capital Contributions. Each Member shall contribute the amount of cash, property, or services set forth in Exhibit A. No interest shall accrue on any capital contribution.

2.2 Percentage Interests. Ownership interest in the Company shall be divided among the Members as set forth in the "Ownership Schedule" (Exhibit A).

2.3 Additional Contributions. No Member shall be required to make any additional capital contribution to the Company unless unanimously agreed upon by all Members in writing.

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3. MANAGEMENT AND VOTING

3.1 Management Structure. The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, the [Manager Name/Title] shall have the exclusive authority to bind the Company.

3.2 Voting Rights. Except as otherwise provided herein, all decisions regarding the business and affairs of the Company shall be made by a majority vote of the Members based on their respective Percentage Interests.

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4. DISTRIBUTIONS AND ALLOCATIONS

4.1 Distributions. Net cash flow from operations, after appropriate reserves for Company expenses and liabilities, shall be distributed to the Members at such times and in such amounts as determined by the [Manager/Majority Members].

4.2 Tax Allocations. For federal and state income tax purposes, items of income, gain, loss, deduction, and credit shall be allocated to the Members in accordance with their Percentage Interests.

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5. TRANSFER OF INTERESTS

5.1 Restriction on Transfer. No Member may sell, assign, encumber, or otherwise transfer all or any part of their interest in the Company without the prior written consent of a majority of the non-transferring Members.

5.2 Right of First Refusal. If a Member receives a bona fide offer to purchase their interest, the remaining Members shall have a right of first refusal to purchase said interest under the same terms and conditions.

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6. DISSOLUTION AND LIQUIDATION

6.1 Events of Dissolution. The Company shall be dissolved upon the unanimous written consent of the Members, the entry of a decree of judicial dissolution, or the occurrence of any other event requiring dissolution under the Colorado Limited Liability Company Act.

6.2 Liquidation. Upon dissolution, the Company’s assets shall be used to pay all Company debts and liabilities, and the remainder shall be distributed to Members according to their positive capital account balances.

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7. LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Limitation of Liability. To the maximum extent permitted by Colorado law, no Member or Manager shall be liable to the Company or any other Member for any loss, damage, or claim incurred by reason of any act or omission performed in good faith on behalf of the Company.

7.2 Indemnification. The Company shall indemnify and hold harmless any person who was or is a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that they are or were a Member or Manager of the Company, provided such person acted in good faith and in a manner they reasonably believed to be in the best interests of the Company.

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8. MISCELLANEOUS PROVISIONS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

8.2 Entire Agreement. This Agreement constitutes the entire understanding between the Members regarding the subject matter hereof and supersedes all prior agreements, oral or written.

8.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be severed, and the remaining provisions shall continue in full force and effect.

8.4 Dispute Resolution. Any dispute arising under this Agreement shall be submitted to binding arbitration in [County], Colorado, in accordance with the rules of the American Arbitration Association.

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9. EXECUTION AND SIGNATURE BLOCKS

FOR [COMPANY NAME]:
Signature: _____________________________________
Printed Name: [Authorized Signatory Name]
Title: [Title / Role]
Date: [Date]

FOR [MEMBER NAME]:
Signature: _____________________________________
Printed Name: [Member Name]
Date: [Date]

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STEP-BY-STEP EXECUTION & FILING GUIDE

1. Drafting: Replace all bracketed text [ ] with actual data. Ensure Exhibit A (Capital Contributions/Ownership) is attached as a separate page.
2. Verification: Confirm that the name used in the Operating Agreement matches the exact legal name filed with the Colorado Secretary of State (SOS).
3. Execution: Ensure all Members sign the document. If using digital signature services (e.g., DocuSign, Adobe Sign), ensure "Audit Trail" or "Certificate of Completion" is enabled.
4. Filing: Unlike the Articles of Organization, the Operating Agreement is an internal document and does not need to be filed with the Colorado Secretary of State.
5. Retention: Maintain the executed original in the Company’s Minute Book or a secure digital repository. Provide copies to all Members.
6. Periodic Review: Review this agreement annually or upon any material change in ownership or capitalization to ensure it remains current with Colorado statutory amendments.