Operating Agreement Template Colorado

LIMITED LIABILITY COMPANY OPERATING AGREEMENT

Document ID: LLC-CO-2024-001
Effective Date: [Date, e.g., January 1, 2024]
Version: 1.0
Governing Jurisdiction: State of Colorado

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LEGAL COMPLIANCE NOTICE

DISCLAIMER: This Operating Agreement is drafted to comply with the Colorado Limited Liability Company Act (Colo. Rev. Stat. §§ 7-80-101 et seq.). While this document is designed for institutional-grade utility, legal requirements vary based on specific business tax elections (e.g., S-Corp vs. Partnership), capitalization structures, and regulatory nuances. This document does not constitute formal legal advice. Users are strongly advised to have this document reviewed by qualified Colorado legal counsel to ensure alignment with specific tax planning and internal governance requirements.

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1. FORMATION AND PARTIES

This Operating Agreement (the "Agreement") is entered into as of the Effective Date by and among: [Company Full Legal Name], a Colorado Limited Liability Company (the "Company"), and the undersigned Members:

1. Member 1 Name, residing at [Address] (the "Member").
2. Member 2 Name, residing at [Address] (the "Member"). (Collectively referred to as the "Members").

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2. ORGANIZATION AND PURPOSE

2.1 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. 2.2 Name. The business of the Company shall be conducted under the name [Company Full Legal Name]. 2.3 Purpose. The Company is formed for the purpose of [Insert Business Purpose, e.g., providing consulting services, real estate investment, etc.] and any other lawful business activity permitted under Colorado law. 2.4 Term. The term of the Company shall be perpetual unless dissolved in accordance with Section 9.

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3. CAPITAL CONTRIBUTIONS AND OWNERSHIP

3.1 Initial Contributions. Each Member shall contribute the amount of $[Amount in USD] in cash or property as set forth in Exhibit A. 3.2 Membership Interest. The ownership interests of the Members shall be allocated as follows:

• 3.3 Additional Capital. No Member shall be required to make additional capital contributions unless unanimously agreed upon in writing.

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4. MANAGEMENT AND VOTING

4.1 Management. The Company shall be [Member-Managed / Manager-Managed]. If Manager-Managed, the Manager shall be [Name of Manager]. 4.2 Voting. Voting rights shall be proportional to the Membership Interest held by each Member. Any action requiring a vote shall require a [Majority/Super-Majority] affirmative vote.

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5. DISTRIBUTIONS AND TAXES

5.1 Distributions. Net profits and losses shall be allocated to the Members in proportion to their respective Membership Interests. Distributions of cash or property shall be made at such times and in such amounts as determined by the [Manager/Members]. 5.2 Tax Classification. The Company shall be treated as a [Partnership / Disregarded Entity / Corporation] for federal and state income tax purposes.

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6. TRANSFER OF INTERESTS

6.1 Restrictions. No Member may sell, assign, encumber, or otherwise transfer their interest in the Company without the prior written consent of a majority of the remaining Members. 6.2 Right of First Refusal. If a Member desires to sell their interest, the remaining Members shall have a right of first refusal to purchase said interest at the fair market value.

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7. LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Limitation of Liability. No Member or Manager shall be liable to the Company or other Members for monetary damages for any breach of fiduciary duty, except for acts involving bad faith, intentional misconduct, or knowing violation of law. 7.2 Indemnification. The Company shall indemnify, defend, and hold harmless its Members and Managers from any loss, damage, or claim incurred by reason of any act performed for the Company, provided that such act was within the scope of their authority and performed in good faith.

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8. DISSOLUTION AND LIQUIDATION

8.1 Dissolution. The Company shall be dissolved upon the occurrence of: (a) The unanimous written agreement of all Members; (b) The entry of a decree of judicial dissolution; or (c) The occurrence of any other event causing dissolution under the Colorado Limited Liability Company Act. 8.2 Liquidation. Upon dissolution, the assets of the Company shall be used to pay all debts and liabilities of the Company, and the remaining assets shall be distributed to the Members in accordance with their capital accounts.

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9. MISCELLANEOUS

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 9.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings. 9.3 Amendment. This Agreement may only be amended by a written instrument signed by all Members.

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10. EXECUTION

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

FOR MEMBER 1 NAME: Signature: _____________________________________ Printed Name: [Member Name] Date: [Date]

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11. STEP-BY-STEP EXECUTION & FILING GUIDE

1. Customization: Use "Find and Replace" in your word processor to update all bracketed fields [ ] with the exact legal entity information. Ensure the "Articles of Organization" filed with the Colorado Secretary of State match the Company Name used in this document.
2. Exhibit A: Create an attached "Exhibit A" schedule listing each Member’s name, address, initial capital contribution, and percentage of ownership.
3. Signatory Verification: Ensure the person signing for the entity holds the requisite authority (e.g., Managing Member or CEO) as defined in your internal corporate bylaws or resolutions.
4. Digital Execution: Utilize a compliant e-signature platform (e.g., DocuSign, Adobe Sign, or HelloSign). These platforms provide an "Audit Trail" (Certificate of Completion) which is essential for proving the enforceability of the agreement in court.
5. Record Retention:
   • Maintain a physical or encrypted digital copy of the fully executed agreement at the Company’s principal office.
   • Per C.R.S. § 7-80-408, the Company is required to maintain a copy of its Operating Agreement and records of capital contributions. Failure to maintain these records can jeopardize "corporate veil" protection.
6. Filing: Operating Agreements are private documents in Colorado and are not filed with the Secretary of State. Keep the original in your corporate minute book.