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

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

(1) A limited liability company that is not an artist company may elect to become an artist company by complying with this section. To elect to become an artist company, a limited liability company shall:

(a) Amend its articles of organization to:

(I) State the artistic mission of the limited liability company;

(II) State that the limited liability company elects to be governed by this part 12 as an artist company; and

(III) Include any other provisions required by sections 7-80-1203 and 7-80-1206;

(b) Ensure that, at the time of election, one or more artists own not less than fifty-one percent of the voting securities of the entity;

(c) Obtain approval for the election by the vote or consent required to amend the articles of organization pursuant to the limited liability company's operating agreement or, if the operating agreement does not specify the vote or consent required, by the unanimous consent of all members; and

(d) File the amended articles of organization with the secretary of state in accordance with section 7-90-301.

(2) Upon the filing of amended articles of organization pursuant to subsection (1)(d) of this section:

(a) The limited liability company continues to be the same entity that existed before the election;

(b) All rights, title, and interests to all real property and other property owned by the limited liability company remain vested in the artist company;

(c) All liabilities and obligations of the limited liability company remain liabilities and obligations of the artist company;

(d) All rights of creditors and all liens upon any property of the limited liability company are preserved unimpaired;

(e) Any action or proceeding pending against the limited liability company may be continued against the artist company as if the election had not occurred; and

(f) The artist company is subject to this part 12.

(3) An election conducted pursuant to this section does not constitute a dissolution, termination, or transfer of assets of the limited liability company.

(4) (a) The election to become an artist company pursuant to this section does not affect a member's liability for obligations of the limited liability company incurred prior to the election becoming effective.

(b) Unless otherwise agreed to by the members, election to become an artist company does not affect a member's existing rights under the operating agreement of the limited liability company, except to the extent the rights are under an operating agreement entered into on or after the effective date of this part 12 and are inconsistent with the requirements of this part 12.

Source: L. 2026: Entire part added, (SB 26-133), ch. 297, p. 1626, § 1, effective August 12.