Colorado § 7-74-110 - Severability.

§ 7-74-110. Severability.

If any provision of this article or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of the article which can be given effect without the invalid provision or application, and to this end the provisions of this article are severable.

Source: L. 86: Entire article added, p. 462, § 1, effective July 1.

LIMITED LIABILITY COMPANIES

ARTICLE 80

Limited Liability Companies

PART 1

DEFINITION AND APPLICATION

7-80-101. Short title.

7-80-102. Definitions.

7-80-103. Nature of business.

7-80-104. Powers.

7-80-105. Unauthorized assumption of powers.

7-80-106. Transaction of business outside state.

7-80-107. Application of corporation case law to set aside limited liability.

7-80-108. Effect of operating agreement - nonwaivable provisions - statute of frauds.

7-80-109. Construction of article.

PART 2

FORMATION

7-80-201. Limited liability company name. (Repealed)

7-80-202. Reservation of name - repeal. (Repealed)

7-80-203. Formation.

7-80-204. Articles of organization.

7-80-205. Filing of articles of organization - repeal. (Repealed)

7-80-206. Appeal from secretary of state. (Repealed)

7-80-207. Effect of filing of articles of organization.

7-80-208. Notice of existence of limited liability company.

7-80-209. Amendment of articles of organization.

PART 3

REGISTERED AGENTS, SERVICE OF PROCESS, AND ANNUAL REPORTS

7-80-301. Limited liability companies - registered agents - service of process - periodic reports.

PART 4

MANAGEMENT

7-80-401. Management of limited liability company.

7-80-402. Designation of managers.

7-80-403. Officers and other agents.

7-80-404. Duties of members and managers.

7-80-405. Members and managers as agents of the limited liability company.

7-80-406. Business transactions of member or manager with the limited liability company. (Repealed)

7-80-407. Reimbursement and indemnification of members and managers.

7-80-408. Access to and confidentiality of information - records - accounting.

PART 5

FINANCE

7-80-501. Form of contribution.

7-80-502. Liability for contributions.

7-80-503. Sharing of profits and losses.

7-80-504. Sharing of distributions.

PART 6

DISTRIBUTIONS AND RESIGNATION

7-80-601. Interim distributions.

7-80-602. Resignation of member.

7-80-603. Interest of member upon resignation.

7-80-604. Distribution in kind.

7-80-605. Right to distribution.

7-80-606. Limitations on distribution.

7-80-607. Liability upon return of contribution. (Repealed)

PART 7

MEMBERS

7-80-700.3. Definitions.

7-80-701. Admission of members.

7-80-702. Interest in limited liability company - transferability of interest.

7-80-703. Rights of creditor against a member.

7-80-704. Deceased or incompetent members who are individuals - dissolved or terminated members who are legal entities.

7-80-705. Liability of members and managers.

7-80-706. Voting.

7-80-707. Meetings of members. (Repealed)

7-80-708. Quorum of members - vote required. (Repealed)

7-80-709. Notice of members' meetings. (Repealed)

7-80-710. Waiver of notice. (Repealed)

7-80-711. Action by members without a meeting. (Repealed)

7-80-712. Information and accounting. (Repealed)

7-80-713. Derivative proceeding - standing.

7-80-714. Derivative proceeding - demand.

7-80-715. Stay of derivative proceeding.

7-80-716. Dismissal of derivative proceeding.

7-80-717. Discontinuance or settlement of derivative proceeding.

7-80-718. Payment of expenses - derivative proceeding.

7-80-719. Applicability of derivative proceeding to foreign limited liability companies.

PART 8

DISSOLUTION

SUBPART 1

VOLUNTARY DISSOLUTION

7-80-801. Dissolution - time and notice of dissolution.

7-80-802. Statement of dissolution.

7-80-803. Effect of dissolution.

7-80-803.3. Right to wind up business.

7-80-803.5. Manager's or member's power to bind limited liability company after dissolution.

7-80-804. Disposition of known claims by notification. (Repealed)

7-80-805. Disposition of claims by publication. (Repealed)

7-80-806. Enforcement of claims against dissolved limited liability company. (Repealed)

SUBPART 2

ADMINISTRATIVE DISSOLUTION

7-80-807 to

7-80-808. (Repealed)

SUBPART 3

JUDICIAL DISSOLUTION

7-80-809. Approval by judicial act. (Repealed)

7-80-810. Judicial dissolution.

7-80-811. Procedure for judicial dissolution.

7-80-812. Receivership or custodianship.

7-80-813. Decree of dissolution.

PART 9

FOREIGN LIMITED LIABILITY COMPANIES

7-80-901. Foreign limited liability companies.

7-80-902. Registered agent - service of process.

PART 10

MERGER AND CONVERSION

7-80-1001 to

7-80-1007. (Repealed)

PART 11

APPLICABILITY OF ARTICLE

7-80-1101. Application to limited liability companies formed prior to July 1, 1994.

PART 12

COLORADO ARTIST COMPANY ACT

7-80-1201. Short title.

7-80-1202. Definitions.

7-80-1203. Artist company - requirements.

7-80-1204. Election to become an artist company.

7-80-1205. Application of article 80.

7-80-1206. Formation of artist company - articles of organization - public benefit artist company requirements.

7-80-1207. Ownership of equity.

7-80-1208. Governing body.

7-80-1209. Governance principles.

7-80-1210. Acceptance of capital.

7-80-1211. Fiduciary duties.

7-80-1212. Intellectual property as a capital contribution - assignment or exclusive licensing to artist company.

7-80-1213. Artistic work created during membership - restriction on transfer.

7-80-1214. Separation of economic rights from governance and control.

7-80-1215. Public benefit artist company - election.

7-80-1216. Public benefit artist company - duties of members and managers.

7-80-1217. Public benefit artist company - annual statements.

7-80-1218. Member transition.

7-80-1219. Reporting requirements.

7-80-1220. Limitation on liability - no private right of action.

7-80-1221. Dissolution and winding up - artistic work reversionary rights - distribution of assets.

7-80-1222. Effect on other limited liability companies.

7-80-1223. Jurisdiction - foreign artists.

7-80-1224. Timeline for implementation - repeal.

PART 1

DEFINITION AND APPLICATION