Colorado § 7-80-810 - Judicial dissolution.

§ 7-80-810. Judicial dissolution.

(1) A limited liability company may be dissolved in a proceeding by the attorney general if it is established that:

(a) The limited liability company obtained its articles of organization through fraud; or

(b) The limited liability company has continued to exceed or abuse the authority conferred upon it by law.

(2) A limited liability company may be dissolved in a proceeding by or for a member or manager of the limited liability company if it is established that it is not reasonably practicable to carry on the business of the limited liability company in conformity with the operating agreement of said company.

(3) A limited liability company may be dissolved in a proceeding by a creditor of the limited liability company if it is established that:

(a) The creditor's claim has been reduced to judgment, execution upon such judgment has been returned unsatisfied, and the limited liability company is insolvent; or

(b) The limited liability company is insolvent and the limited liability company has admitted in writing that the creditor's claim is due and owing.

(4) (a) If a limited liability company has been dissolved by voluntary action taken under subpart 1 of this part 8:

(I) The limited liability company may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-80-803; and

(II) The attorney general, a member, a manager, or a creditor, as the case may be, may bring a proceeding to wind up and liquidate the business and affairs of the limited liability company under judicial supervision in accordance with section 7-80-803, upon establishing the grounds set forth for such person, respectively, in subsections (1) to (3) of this section.

(b) As used in sections 7-80-811 to 7-80-813, a "judicial proceeding brought to dissolve a limited liability company" includes a proceeding brought under this subsection (4), and a "decree of dissolution" includes an order of court entered in a proceeding under this subsection (4) that directs that the business and affairs of a limited liability company shall be wound up and liquidated under judicial supervision.

Source: L. 2003: Entire part R&RE, p. 2273, § 192, effective July 1, 2004. L. 2004: (4)(b) amended, p. 1464, § 197, effective July 1. L. 2005: IP(4)(a) amended, p. 1219, § 28, effective October 1.

Editor's note: This section is similar to former § 7-80-808 as it existed prior to 2004.

ANNOTATION

Law reviews. For article, "Business Entity Legislation 2002: Filing Procedures and LLC Changes", see 31 Colo. Law. 55 (Nov. 2002).

A limited liability company (LLC) may be dissolved if a party seeking a judicial dissolution shows that the managers and members of the company are unable to pursue the purposes for which the company was formed in a reasonable, sensible, and feasible manner. Gagne v. Gagne, 2014 COA 127, 338 P.3d 1152.

"Not reasonably practicable", as used in subsection (2), is a standard that requires consideration of a number of factors, none of which is necessarily dispositive. Where there are genuine issues of material fact relating to these factors, summary judgment on a request for judicial dissolution of an LLC is not appropriate. Gagne v. Gagne, 2014 COA 127, 338 P.3d 1152.

Whether to order dissolution of a limited liability company under subsection (2) is ultimately a decision within the court's discretion. Gagne v. Gagne, 2019 COA 42, 459 P.3d 686.