LLC Manager Appointment, Removal, Resignation, and Vacancy Requirements in Colorado
At a glance
| Governing law, entity, manager, member, and scope | Colorado Limited Liability Company Act, title 7, article 80; ordinary domestic manager-managed LLC and a person designated as manager under § 7-80-402, not an officer, agent, member-only resignation, employment dispute, or regulated entity |
|---|---|
| Manager-managed election and operating-agreement override | Articles must state manager or member management. The operating agreement governs manager/member/company rights, duties, qualifications, and relations and overrides Article 80 defaults except stated mandatory limits (§§ 7-80-108, -204(1)(e)) |
| Appointment actor, threshold, and record | Members may designate one or more managers by consent of a majority of members—default headcount, not a stated profit, contribution, or ownership percentage. The agreement may create another voting basis within Article 80; the Act prescribes no manager-designation filing, meeting, signature, or written-consent record (§§ 7-80-401 to -402, -706) |
| Eligibility, number, and term | One or more persons may be managers. An individual manager must be age 18+; 'person' includes an individual, estate, trust, entity, state, or other jurisdiction. No express membership, residency, fixed-term, or holdover requirement (§§ 7-80-102(8), 7-90-102(49), 7-80-402) |
| Removal actor, threshold, notice, cause, and timing | Managers may be removed by consent of a majority of members. Article 80 states no default notice, cause, meeting, writing, acceptance, or effective-time condition; valid operating-agreement terms control (§§ 7-80-108, -402, -706) |
| Resignation, acceptance, timing, and successor | No separate statutory manager-resignation procedure, delivery recipient, advance period, acceptance rule, or future-effective provision. Sections 7-80-602 to -603 govern resignation as a member, not resignation from a separately designated manager office; the operating agreement controls manager resignation and advance successor selection (§§ 7-80-108, -402, -602 to -603) |
| Vacancy, successor, holdover, death, and incapacity | No statutory manager-vacancy list, holdover, remaining-manager filler, or death, incapacity, entity-termination, disqualification, or term-expiration succession rule. Members may designate one or more managers under the same majority default; the agreement supplies vacancy terms (§§ 7-80-108, -402, -704) |
| Member-manager status, dissociation, and filings | Article 80 does not say member resignation automatically ends a separate manager designation or manager removal ends membership. Individual manager changes require no articles or periodic-report identity filing; changing the public management election uses articles amendment, while periodic reports state agent and principal-office information (§§ 7-80-204, -209, -602 to -603; 7-90-501) |
| Continuing liability, authority, employment, fiduciary, and judicial boundaries | Manager status alone creates no liability for company debt. Ordinary-course agency follows the manager-managed articles; duties, indemnification, operating-agreement limits, employment/contract rights, and member or manager judicial dissolution remain separate, and Article 80 states no manager-cessation discharge rule (§§ 7-80-108, -404 to -405, -407, -705, -810) |
Requirements one by one
The articles and operating agreement do different work
Colorado requires the articles to state whether management is vested in members or in one or more managers under § 7-80-204. The public filing chooses the management model; it does not identify the individual managers.
Under § 7-80-108, the operating agreement governs manager rights, duties, qualifications, and relations and displaces the statutory defaults except where Article 80 makes a rule mandatory. That agreement is therefore the principal source for manager terms that § 7-80-402 does not supply.
Members use a majority default to designate or remove managers
Section 7-80-402 lets the members designate one or more persons as managers and permits designation and removal by consent of a majority of the members. The statute states a member-count majority, not a profit-interest, contribution-value, or ownership-percentage threshold.
Under § 7-80-401, ordinary company decisions are made by a majority of the members or, when the company has managers, by a majority of the managers.
Section 7-80-706 allows the operating agreement to create per-capita or another voting basis, subject to Article 80's majority and unanimity rules. The Act prescribes no separate meeting notice, written consent, signature, acceptance, or manager-register form for the § 7-80-402 action.
Eligibility is broad, while term and vacancy rules are private
A manager is a statutory “person.” Read with § 7-90-102(49), that includes an individual, estate, trust, entity, state, or other jurisdiction. Section 7-80-402 adds one express qualification: an individual manager must be at least 18. It states no residency or membership requirement.
Article 80 supplies no manager fixed term, successor holdover, resignation delivery, acceptance, future-effective date, death, incapacity, entity- termination, disqualification, remaining-manager filler, or other vacancy procedure. The operating agreement must supply any such transition terms.
Member resignation is not a manager-resignation statute
Sections 7-80-602-.603 allow a member to resign by notice to the other members and end that person's participation rights as a member. They do not say that member resignation automatically ends a separate § 7-80-402 manager designation, and manager removal is not stated to end membership.
Section 7-80-704 likewise addresses the assignee or transferee powers of a deceased or protected individual member and a dissolved or terminated entity member. It does not create a separate manager-vacancy rule. A company should therefore read the agreement rather than importing member-resignation or member-successor rules into the manager office.
Manager identity changes are not periodic-report filings
The articles disclose the management model, not manager identities. Colorado's periodic report under § 7-90-501 lists entity, jurisdiction, registered- agent, and principal-office information and does not ask for a manager name. Designating, removing, or replacing an individual manager therefore has no event-driven identity filing under these sections.
Changing between member and manager management is different because the management election is a required articles statement and ordinary-course agency under § 7-80-405 follows that public choice. Section 7-80-209 provides the articles-amendment route; all members approve by default unless the operating agreement supplies another approval method.
Ending office does not settle authority, duties, or liability
§ 7-80-705 says manager status does not make the person liable for a company debt. § 7-80-404 and § 7-80-407 separately govern duties and indemnification, while § 7-80-405 governs ordinary-course agency. Article 80 states no manager-cessation rule that discharges or preserves a manager's own pre-cessation obligations.
§ 7-80-810 gives a member or manager a separate judicial-dissolution route when carrying on the business in conformity with the operating agreement is not reasonably practicable. It is not an ordinary judicial manager-removal procedure. Ending the manager designation also does not by itself decide an employment, compensation, contract, fiduciary, indemnification, agency, or transaction dispute.
What trips people up
- The majority is not an ownership percentage by default. Section 7-80-402 says a majority of members; the agreement must be checked for another voting basis.
- Member resignation is a different capacity. The notice rule in § 7-80-602 does not itself provide the manager's resignation procedure.
- The public filing identifies the model, not the officeholder. A manager identity change ordinarily stays internal, but a member/manager-management switch changes a required articles statement and the agency framework.
- Silence is not a holdover rule. Colorado supplies no statutory manager term or incumbent-until-successor default.
Common questions
Must a Colorado LLC manager be a member?
No statutory membership requirement appears in § 7-80-402. It permits one or more “persons” to be managers, and the Title 7 definition of person includes entities as well as individuals.
Is cause required to remove a manager?
Not under the statutory default. Section 7-80-402 requires majority-member consent but states no cause condition; the operating agreement may add terms.
Does the member-resignation notice rule govern a manager resignation?
No. Section 7-80-602 expressly addresses resignation “from a limited liability company” as a member. Article 80 provides no separate notice rule for leaving a manager designation.
Must Colorado's periodic report list the new manager?
No. Section 7-90-501 requires entity, jurisdiction, agent, and principal-office information, not manager identities.
Statutes and sources
- C.R.S. §§ 7-80-102, -108, -204, -209, -401 to -405, -407, -602 to -603, -704 to -706, and -810 — definitions, agreement control, public management election, manager designation and removal, eligibility, member- resignation distinction, agency, duties, indemnification, liability, and judicial-dissolution boundaries. Official 2025 Title 7 printout (accessed August 29, 2026).
- C.R.S. §§ 7-90-102 and -501 — entity-inclusive person definition and periodic-report contents, which do not include manager identities. Official 2025 Title 7 printout (accessed August 29, 2026).
Source links
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