Colorado § 7-80-102 - Definitions.

§ 7-80-102. Definitions.

As used in this article, unless the context otherwise requires:

(1) "Articles of organization" means the articles of organization filed in the records of the secretary of state for the purpose of forming a limited liability company as specified in sections 7-80-203 and 7-80-204. "Articles of organization" includes amended articles of organization, restated articles of organization, statements of merger, and other instruments, however designated, on file in the records of the secretary of state that have the effect of amending or supplementing, in some respect, the original or amended articles of organization.

(2) "Bankrupt" means bankrupt or a debtor under the federal bankruptcy code of 1978, title 11 of the United States Code, as amended, or an insolvent under any state insolvency act.

(3) "Business" means any lawful activity, including ownership of real or personal property, whether or not engaged in for profit.

(4) "Contribution" means anything of value that a person contributes to a limited liability company to become a member in the limited liability company or in the capacity of a member in the limited liability company, including cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.

(5) "Court" includes every court and judge having jurisdiction in a case.

(6) and (6.5) (Deleted by amendment, L. 2003, p. 2263, § 174, effective July 1, 2004.)

(7) "Limited liability company" or "company" means a limited liability company formed under this article.

(7.5) and (7.6) (Deleted by amendment, L. 2003, p. 2263, § 174, effective July 1, 2004.)

(8) "Manager" means a person designated as a manager of a limited liability company to manage the company pursuant to section 7-80-402.

(9) "Member" means a person with an ownership interest in a limited liability company with the rights and obligations specified under this article. In the case of a limited liability company with only one member, "members" and "all of the members" refers to such one member.

(10) "Membership interest" means a member's share of the profits and losses of a limited liability company and the right to receive distributions of such company's assets.

(11) (a) "Operating agreement" means any agreement of all of the members as to the affairs of a limited liability company and the conduct of its business. Except as otherwise provided in this article or as otherwise required by a written operating agreement, the operating agreement need not be in writing. An operating agreement may contain any provisions required or permitted by section 7-80-108 (1). An operating agreement includes any amendments to the operating agreement.

(b) In the case of a limited liability company with only one member, "operating agreement" includes:

(I) Any writing, without regard to whether such writing otherwise constitutes an agreement, as to such company's affairs and the conduct of the limited liability company's business signed by the sole member;

(II) Any written agreement between the member and the company as to the limited liability company's affairs and the conduct of the limited liability company's business; or

(III) Any agreement, whether or not the agreement is in writing, between the member and the limited liability company as to a limited liability company's affairs and the conduct of its business if the limited liability company is managed by a manager who is a person other than the member.

(12) to (16) (Deleted by amendment, L. 2003, p. 2263, § 174, effective July 1, 2004.)

Source: L. 90: Entire article added, p. 414, § 1, effective April 18. L. 94: (3), (7), and (11) amended and (6.5), (7.5), (7.6), (14), (15), and (16) added, p. 709, § 1, effective July 1. L. 95: (7.6), (11), and (13) amended, p. 805, § 21, effective May 24. L. 97: (8), (9), and (11) amended and (14.5) added, p. 1502, § 11, effective June 3; (13) amended, p. 917, § 8, effective January 1, 1998. L. 2002: (1) amended, p. 1832, § 70, effective July 1; (1) amended, p. 1697, § 68, effective October 1. L. 2003: (1), (6) to (7.6), and (12) to (16) amended, p. 2263, § 174, effective July 1, 2004. L. 2004: (11)(a) amended, p. 936, § 1, effective July 1. L. 2006: (1), (4), and (8) amended, p. 854, § 18, effective July 1. L. 2016: (4) amended, (HB 16-1329), ch. 242, p. 988, § 1, effective August 10.

Cross references: For additional definitions applicable to this article, see § 7-90-102.

ANNOTATION

Applied in Condo v. Conners, 271 P.3d 524 (Colo. App. 2010), aff'd, 266 P.3d 1110 (Colo. 2011).