Colorado § 7-80-405 - Members and managers as agents of the limited liability company.
Full text of Colorado Colorado Revised Statutes § 7-80-405 — Members and managers as agents of the limited liability company., with citation guidance and answers to common questions.
§ 7-80-405. Members and managers as agents of the limited liability company.
(1) If the articles of organization provide that management of the limited liability company is vested in one or more managers:
(a) A member is not an agent of the limited liability company and has no authority to bind the limited liability company solely by virtue of being a member; and
(b) Each manager is an agent of the limited liability company for the purposes of its business and an act of a manager, including the execution of an instrument in the name of the limited liability company, for apparently carrying on in the ordinary course the business of the limited liability company or business of the kind carried on by the limited liability company binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing had notice that the manager lacked authority.
(2) If the articles of organization provide that management of the limited liability company is vested in the members, each member is an agent of the limited liability company for the purposes of its business and an act of a member, including the execution of an instrument in the name of the limited liability company, for apparently carrying on in the ordinary course the business of the limited liability company or business of the kind carried on by the limited liability company binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing had notice that the member lacked authority.
Source: L. 2004: Entire part R&RE, p. 940, § 6, effective July 1. L. 2006: Entire section amended, p. 858, § 25, effective July 1.
Source: official Colorado text · Last verified 2026-08-27
Frequently Asked Questions About Colorado § 7-80-405
What does Colorado Revised Statutes § 7-80-405 cover?
Section 7-80-405 ("Members and managers as agents of the limited liability company.") is part of the Colorado Revised Statutes, the codified statutory law of Colorado. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Colorado § 7-80-405?
A common citation format is "Colorado Revised Statutes § 7-80-405" (Colorado). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Colorado law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Colorado official source linked on this page or consult a licensed Colorado attorney.
How does Colorado § 7-80-405 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Colorado can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Colorado.