LLC Merger Approval and Filing Requirements in Colorado

At a glance

Colorado answers this question in a statute that never mentions limited liability companies by name. The Limited Liability Company Act once had its own merger part, article 80, part 10; the legislature repealed the whole of it effective July 1, 2004, and the table of contents still carries the heading Merger and Conversion followed by the word Repealed, like a marker over an empty plot. Nothing was put back. Since then an LLC merger has run entirely on article 90, part 2, the entity-neutral transactions part that serves corporations, partnerships, cooperatives and nonprofit corporations from the same text, and which therefore speaks of entities, owners and owner's interests rather than of companies and members. The practical consequence is that the two questions a client asks first, what vote do we need and what do we file, are both answered by cross-reference. The vote is not stated anywhere: § 7-90-203.4(2) walks a silent company down a five-rung cascade that ends at the rule for amending its articles of organization, which requires all of the members. The filing is a paper statement of merger that nobody has to sign, though someone must swear to it under penalty of perjury. And the appraisal question has an answer that surprises people: there is none, because article 90 borrows appraisal rights from the entity's own organic statutes and article 80 has never contained any.

Requirements one by one

The vote the statute never states

Start with § 7-90-203.4(2), which governs every entity that is not a corporation, nonprofit corporation or cooperative. It is a cascade, and each rung is tried only if the one above fails. First, if the primary constituent documents expressly provide for approval of a plan of merger, those provisions govern; for an LLC the primary constituent document is the operating agreement, so a drafted threshold controls outright. Second, if the documents cover a plan of exchange but not a merger, the exchange rule is borrowed. Third, if neither applies, approval follows the provision of the entity's organic statutes containing the most stringent terms for approval of another type of transaction in the section. Fourth, failing that, the provision with the most stringent terms for approval of an amendment to the primary constituent documents. For a Colorado LLC that fourth rung lands on § 7-80-209(1.5): an amendment to the articles of organization is invalid unless approved by all of the members or in such other manner as may be provided in the operating agreement. Fifth and last, § 7-90-203.4(2)(e) provides that if nothing above applies, approval is by all of the owners of the merging entity. Both live rungs converge on unanimity, which is why the default here is stricter than the majority or two-thirds rule common elsewhere. The legislature confirmed the reading in 2026 from an unexpected direction: § 7-80-1204(1)(c), part of the new Artist Company Act, requires an election to be approved by the vote required to amend the articles under the operating agreement or, where the agreement is silent, by the unanimous consent of all members. Subsection (3) of § 7-90-203.4 adds that the applicable provisions include preliminary manager approval, notices, quorum, voting and third-party consents, and defines most stringent to mean the highest voting requirement. All of it is waivable through the operating agreement under § 7-80-108(1), bounded only by § 7-90-203.4(4), which bars a constituent document from containing anything the organic statutes proscribe. The drafting lesson is blunt: a Colorado operating agreement that says nothing about mergers has handed every single member a veto.

Who may merge with whom

Section 7-90-203 grants the authority in three directions without any same-form restriction. Domestic entities may merge into a domestic entity of a form the same as or different from any of them. Domestic entities may merge into a foreign entity, and foreign entities may merge into a domestic entity. The breadth comes from the definitions rather than from a list in the merger section itself: domestic entity at § 7-90-102(13) covers corporations, general partnerships, cooperatives, limited liability companies, limited partnerships, limited partnership associations, nonprofit associations and nonprofit corporations, plus any other organization formed under Colorado statute or common law and recognized here as a separate legal entity, and § 7-90-102(23) mirrors it for foreign entities. So an LLC may merge with a corporation or a partnership without special authorization, and nothing in the section excludes a nonprofit counterparty. The cross-border route carries three express conditions that are easy to skip: the merger must not be prohibited by the constituent documents or organic statutes of each foreign entity, each foreign entity must comply with all the requirements of its own documents and organic statutes, and a foreign survivor must comply with § 7-90-204.5. Colorado thus makes the diligence on the other jurisdiction's law a statutory condition rather than a matter of practice. Note also that Colorado has no consolidation concept for these purposes; the statute speaks only of merging into a surviving entity, so there is no route to create a new entity out of the transaction itself.

What the plan must say

A plan of merger is mandatory and short. Section 7-90-203 conditions the transaction on a plan complying with § 7-90-203.3 and approved under § 7-90-203.4, and § 7-90-203.3(1) sets four required terms. For each merging entity and again for the survivor: the entity name, or the true name if the entity has no entity name, the jurisdiction under whose law it is formed, and its form of entity. Then the terms and conditions of the merger, including the manner and basis of changing the owner's interests of each merging entity into owner's interests or obligations of the survivor or into money or other property in whole or in part. Then any amendments to the survivor's constituent documents to be effected by the merger. The consideration language is deliberately open, and the phrase in whole or in part authorizes a complete cash-out. Because § 7-90-102(44) defines owner's interest to include a membership interest in a limited liability company, none of this needs translation for an LLC deal. What matters procedurally is that the plan is never filed. Only the statement of merger goes to the Secretary of State, and it neither attaches nor recites the plan, so the document the members approve and the document the public sees are entirely different instruments. Where the merger amends the survivor's articles, § 7-90-203.7(1)(d) requires the statement of merger to say that a statement of change or other document effecting the amendments will be delivered for filing, and the official instructions confirm the amendment is a separate filing made against the survivor's record after the merger is effective.

No meeting, no notice, no signature

Three procedural steps a filer might expect simply do not exist. There is no meeting requirement, no notice requirement and no signature requirement. The first two were repealed together: article 80 once carried § 7-80-707 on meetings of members, § 7-80-708 on quorum and vote required, § 7-80-709 on notice of members' meetings, § 7-80-710 on waiver of notice and § 7-80-711 on action without a meeting, and all five are printed in the current code followed by Repealed, each repealed by the 2004 act effective July 1. What survives is § 7-80-706, which lets the operating agreement grant consent, vote or agreement rights on a per capita or other basis and allows voting in person or by proxy. So unanimous written consent, gathered by email, satisfies the statute, and any meeting formality is a matter of the operating agreement alone, imported if at all through § 7-90-203.4(3). The signature point is separate and more surprising. Section 7-90-301(2) provides that notwithstanding any other provision of the title requiring a signature or execution, no such signature or execution is required as a condition to filing. In its place stands § 7-90-301.5(1), under which the individual who causes the document to be delivered affirms under penalty of perjury that the document is that individual's act and deed or is believed in good faith to be the act and deed of the person on whose behalf it is delivered, that the facts stated are believed in good faith to be true, and that the document complies with part 3, the constituent documents and the organic statutes. Section 7-90-301(8) requires the true name and mailing address of at least one such individual. Colorado has thus traded a signature block for personal criminal exposure attached to whoever presses submit. One more gap deserves a flag because many states fill it: there is no provision anywhere in part 2 requiring the separate consent of a member who would become personally liable as a result of the merger. What the statute addresses is the opposite, backward-looking question, in § 7-90-204(1)(b), which keeps an owner liable for a merging entity's pre-merger obligations that attached solely by reason of ownership unless the underlying contract says otherwise.

The statement of merger and what it costs

Whether the filing is mandatory turns on paperwork history rather than on the deal. Under § 7-90-203.7(1), if any merging entity is one for which a constituent filed document has been filed by the Secretary of State, the survivor shall deliver a statement of merger; under subsection (2), if no merging entity has such a document, the survivor may deliver one. A Colorado LLC exists only because articles of organization were filed, so in practice every LLC merger sits on the mandatory branch. The required contents are the entity or true name of each merging entity with its principal address, jurisdiction of formation and form of entity, the same particulars for the survivor, a statement that each merging entity is merged into the survivor, the amendment statement where the plan provides for one, and any other matters the survivor chooses to include. Part 3 then supplies the rest of the rules: the document must contain all required information and, unless the law provides otherwise, nothing else; it must be in English; it must cite the section under which it is delivered; it must include any required form or cover sheet; and it must come with the fees. Section 7-90-302 is worth reading before drafting, because it provides that the form or cover sheet is deemed part of the filed document and that information in the form controls over contrary information elsewhere in the document. The published fee for a merger statement is one hundred fifty dollars, and the fee schedule lists it as paper only with no online option, which is unusual in a state that pushes nearly everything else online; expedited handling adds another one hundred fifty. The official instructions add operational constraints that reject filings: the form must be typewritten and handwritten forms are not accepted, each Colorado entity's eleven-digit identification number is required, the principal office address must be a street address and cannot be a post office box, more than three merging entities requires an attachment, and a foreign survivor must use a different form altogether. Finally, a new rule changes the risk profile of the filing moment itself. Section 7-90-303(5), added by House Bill 26-1088 and effective August 12, 2026, provides that if payment is not successfully processed, including reversal of an electronic payment, the document has not been successfully filed notwithstanding the time or date initially stamped on it, and the Secretary of State may void it or remove it from the online system. A date stamp is therefore no longer conclusive evidence that the merger closed.

When it takes effect, and backing out

Section 7-90-203.7(3) sets the order of operations: effectiveness is as specified by the organic statutes; absent such a specification, the merger takes effect when the statement of merger becomes effective under § 7-90-304; and where no statement is required, at the time the owners determine. Article 80 specifies nothing, so § 7-90-304 governs an LLC merger. With no stated time, the document is effective on filing. With a stated time, at the later of that time or actual filing. A delayed effective date is allowed but doubly capped: a date stated without a time takes effect at 11:59 p.m. on that date, and a date later than the ninetieth day after filing is pulled back to 11:59 p.m. on the ninetieth day, which means a Colorado merger cannot be scheduled more than three months out. The document may also state the order in which its matters are deemed to have occurred, which is useful in a multi-step closing. Getting out is straightforward. Section 7-90-205.5(1)(a) permits abandonment, subject to contractual rights, in accordance with the procedure stated in the plan, and where a statement of merger with a delayed effective date is already on file, the transaction is stopped by delivering a statement of change, before the effective date, stating that the transaction has been abandoned. Section 7-90-304(3) offers a parallel route by statement of correction revoking the filed document, available on or before the earlier of the stated effective date or the ninetieth day. Amending the plan is permitted by § 7-90-205.5(1)(b) in accordance with the plan's own procedure, but three changes are forbidden: the amount or kind of owner's interests, securities, cash or other property to be received; the primary constituent documents of a party, except as the organic statutes permit; and any other term whose change would adversely affect the owners in any material respect. Errors in the filing are handled by § 7-90-305, which covers information that was incorrect when delivered and also allows revocation of a document delivered in error; the correction relates back to the corrected document's effective date except as to persons who relied and were adversely affected, and it may never carry a delayed effective date of its own. Changes prompted by later circumstances go on a statement of change under § 7-90-305.5(1) instead.

What passes to the survivor

Section 7-90-204(1)(a) is unusually explicit and rewards close reading. The separate existence of every merging entity ceases. All rights, privileges, including specifically the attorney-client privilege, and powers, all real, personal and mixed property, all obligations due to the merging entities and all other things and causes of action vest as a matter of law in the survivor. Title does not revert and is not impaired, except that creditors' rights and liens are preserved unimpaired in the same property, however held, and all obligations attach as a matter of law to the survivor and may be fully enforced against it. Then the sentence that transaction lawyers quote: a merger does not constitute a conveyance, transfer, or assignment. It is the provision to cite against a general anti-assignment clause or a transfer-tax theory. But the very next sentence limits the win, providing that nothing in the section affects the validity of contract provisions or of reversions or other title limitations that attach conditions or consequences specifically to mergers. A clause drafted to name mergers still operates; only the generic assignment clause is defeated. The express inclusion of the attorney-client privilege settles a question that has produced litigation in other states. Subsection (1)(c) closes off the dissolution analogy: no merging entity must wind up, pay obligations or distribute assets, the merger is not a dissolution or liquidation, and payments to owners are not a dividend, liquidating distribution or other distribution that would trigger contractual distributional preference rights. A foreign survivor picks up a registration obligation under § 7-90-204.5(1)(c), which sends it to part 8; § 7-90-801(1) then bars a foreign entity from transacting business here until its statement of foreign entity authority is filed, subject to a long safe-harbor list that excludes such things as defending a proceeding, holding owner meetings, maintaining bank accounts, selling through independent contractors, owning property without more, and isolated transactions completed within thirty days.

No appraisal rights, and where they come from

This is the part of Colorado law most likely to be misremembered. Section 7-90-206(1) does not grant appraisal rights; it borrows them. To the extent any organic statute or the common law expressly prohibits or restricts an entity's right to merge, grants appraisal rights, or imposes any requirement, a merger under part 2 is subject to that restriction, entitles the owners to those appraisal rights, and is subject to that requirement. The rule is a conduit, and the question is always what sits on the other end. For a Colorado LLC, nothing does. Article 80 contains no appraisal or dissenters' rights provision; the words appraisal, dissenter and dissent do not appear in the Limited Liability Company Act at all. So in an LLC-to-LLC merger a member who votes no, or who is outvoted under a modified threshold, has no statutory right to be bought out at fair value, and the only available remedy is one the operating agreement creates. That makes an appraisal or put right a drafting item in Colorado rather than a statutory backstop. The analysis changes as soon as a corporation is a constituent, because article 113 then supplies the right on the corporate side: § 7-113-102(1)(a) entitles a shareholder to appraisal on consummation of a merger where shareholder approval is required by § 7-111-103(1) and the shareholder may vote, or where the corporation is a subsidiary merged with its parent under § 7-111-104, subject to the market-out limits for listed and widely traded shares. That right runs to the shareholders of the corporate constituent, not to the LLC's members. Section 7-90-206(3) then binds everyone who does not exit: unless the plan provides otherwise, an owner who consents, or who in a transaction where appraisal rights apply neither consents nor exercises them, becomes an owner of the surviving entity and is deemed a party to and bound by the survivor's constituent operating document. Members of a merging LLC can therefore find themselves bound to an operating agreement they never signed. Creditors get no notice or consent right at all, only the lien and enforcement protections of § 7-90-204(1)(a). Where the survivor is foreign, § 7-90-204.5(1)(a) requires it either to appoint and maintain a Colorado registered agent, whether or not otherwise required, to accept service in proceedings to enforce obligations or the rights of shareholders seeking appraisal, or to be deemed to have authorized service by mail under § 7-90-704(2), which perfects service by registered or certified mail to the principal address at the earliest of actual receipt, a signed return receipt, or five days after mailing; and subsection (1)(b) requires it to promptly pay shareholders seeking appraisal in each domestic constituent whatever the organic statutes entitle them to.

No short cut, and the nearby boundaries

Colorado offers a limited liability company no short-form merger. Part 2 contains no ownership threshold that dispenses with the owner vote, so even folding a wholly owned subsidiary LLC into its parent requires a plan, approval under § 7-90-203.4 and a statement of merger. The one short-form route in title 7 is corporate on both ends: § 7-111-104 lets a parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation merge the subsidiary into itself or itself into the subsidiary, without any vote of the subsidiary's shareholders, on delivery of a copy or summary of the plan to each non-parent subsidiary shareholder who has not waived delivery in writing, with an effective date no earlier than the date all such shareholders waived or ten days after delivery. Put an LLC on either side and the section does not apply. Its companion, § 7-111-104.5, headed Statement of merger or conversion - repeal, is itself repealed. The old express statement that part 2 was not exclusive is gone too, with the repeal of § 7-90-205 effective July 1, 2020. Adjacent transactions are separate rather than variants: conversion under § 7-90-201, and an exchange of owner's interests under § 7-90-203.1, which has its own statement under § 7-90-203.8, and § 7-90-203.1(3) provides that the section does not limit an entity's power to acquire owner's interests in some other kind of transaction. One genuinely new boundary arrived this year. Senate Bill 26-133 added part 12 of article 80, the Colorado Artist Company Act, effective August 12, 2026. An artist company is an LLC with a stated artistic mission whose artist owners must hold at least fifty-one percent of all voting securities at all times, and § 7-80-1223(2) makes it a domestic limited liability company for all purposes under article 80, so it merges under the ordinary part 2 rules. But § 7-80-1205 provides that part 12 controls over conflicting article 80 provisions and that, notwithstanding § 7-80-108, the fifty-one percent requirement may not be altered in an operating agreement, which constrains any merger that would push artist ownership below the floor. Section 7-80-1222 confirms that part 12 leaves other LLCs alone. The status is not yet operational as a filing matter: § 7-80-1224 gives the Secretary of State until July 1, 2027 to make the changes necessary to implement part 12, including accepting articles filed under it, and that implementation section repeals itself on July 1, 2028.

Statutes and sources

• Colo. Rev. Stat. § 7-90-203 Authority for the merger, stated in three directions with no same-form requirement, and the three conditions that attach to any foreign constituent. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-203.3 The four required plan terms, including the consideration clause that permits a full cash-out. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-203.4 The five-rung approval cascade that produces unanimity for a silent limited liability company, the definition of most stringent, and the limit on what an operating agreement may provide. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-80-209 The articles-amendment rule requiring approval by all of the members, which is where the fourth rung of the cascade lands. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-80-108 Operating agreement supremacy and its nonwaivable exceptions, the source of every default in this cell being waivable. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-80-706 The only voting provision left standing in the limited liability company act, permitting per capita or other bases and voting by proxy. Accessed September 11, 2026.
• Colo. Rev. Stat. §§ 7-80-707 to 7-80-711 Meetings, quorum, notice, waiver of notice and action without a meeting, all five repealed effective July 1, 2004, which is why no meeting or notice step exists. Accessed September 11, 2026.
• Colo. Rev. Stat. §§ 7-80-1001 to 7-80-1007 The repealed limited liability company merger part. The heading still prints in the table of contents above the word Repealed. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-203.7 The statement of merger: when it is mandatory rather than permissive, its required contents, and the effectiveness rule that sends an LLC merger to § 7-90-304. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-204 Effects: vesting as a matter of law, the attorney-client privilege named expressly, preserved creditor liens, the not-a-conveyance rule and its merger-specific carve-out, surviving owner liability for pre-merger obligations, and the no-winding-up rule. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-204.5 What a foreign survivor owes Colorado: a registered agent or deemed service by mail, prompt payment of appraisal amounts, and part 8 compliance. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-205 The former non-exclusivity provision, repealed effective July 1, 2020. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-205.5 Abandonment by statement of change before the delayed effective date, and the three amendments the plan may never make. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-206 The borrowing rule for appraisal rights and restrictions, and the provision binding a non-exiting owner to the survivor's operating document. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-301 Filing requirements, including the rule that no signature or execution is required and the duty to name at least one individual causing delivery. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-301.5 The penalty-of-perjury affirmation that replaces the signature. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-302 Forms and cover sheets, deemed part of the filed document, with the form controlling over contrary information elsewhere. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-303 The fee section, and new subsection (5) providing that a failed or reversed payment means the document was never filed despite its date stamp. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-304 Effective time and date, the 11:59 p.m. default, the ninety-day cap, and the revocation route for a delayed-effective document. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-305 Statement of correction for information wrong when delivered, its relation-back rule, and the bar on giving a correction its own delayed effective date. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-305.5 Statement of change, the instrument used both for later-arising changes and for abandoning a filed merger. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-102 The definitions that carry the weight in an entity-neutral statute: domestic and foreign entity, organic statutes, owner, and owner's interest, which expressly includes a membership interest in a limited liability company. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-704 Service on entities and the mail route a foreign survivor may be deemed to have authorized, perfected at the earliest of three events. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-801 The authority a foreign survivor must obtain before transacting business here, and the safe-harbor list of activities that do not require it. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-111-103 Corporate approval, which governs any corporation on the other side of the deal and supplies the board submission, meeting and notice steps the limited liability company track does not have. Accessed September 11, 2026.
• Colo. Rev. Stat. §§ 7-90-203.4(1), 7-131-102, 7-56-602, 7-55-112, 7-58-1606 The approval rules for every other Colorado form that might sit on the other side of the deal: a nonprofit corporation votes under § 7-131-102, or its directors approve by a majority in office where it has no voting members; an article 56 cooperative and an article 55 cooperative association each need a two-thirds board vote and a two-thirds member vote; and a limited cooperative association under § 7-58-1606 needs a majority of the voting power present, plus a separate patron-member majority where it has investor members. Worth reading for the contrast at § 7-58-1606(4), which requires a member's written consent before the statement of merger is filed if the merger would give that member personal liability or an additional-contribution obligation. Colorado wrote that protection for limited cooperative associations and not for LLCs. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-111-104 The ninety percent parent-subsidiary short form. Both ends must be corporations, so no limited liability company can use it. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-113-102 The corporate appraisal trigger, which runs to shareholders of a corporate constituent and never to members of an LLC. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-90-203.1 The exchange of owner's interests, a separate transaction that marks the outer edge of this cell's scope. Accessed September 11, 2026.
• Colo. Rev. Stat. § 7-80-1204 The artist company election, whose default vote independently confirms that a silent Colorado operating agreement means unanimous member consent. Accessed September 11, 2026.
• Colo. Rev. Stat. §§ 7-80-1205, 7-80-1222, 7-80-1223, 7-80-1224 The Artist Company Act boundary provisions: part 12 controls on conflict, the fifty-one percent artist ownership floor cannot be altered by agreement, an artist company is still a domestic LLC for all purposes, and the Secretary of State has until July 1, 2027 to accept part 12 filings. Accessed September 11, 2026.
• Colorado Secretary of State, Business Fee Schedule The published fees. A merger statement is one hundred fifty dollars and is listed as paper only with no online channel, against fifty dollars to organize an LLC, and expedited service adds another one hundred fifty. Accessed September 11, 2026.
• Colorado Secretary of State, Instructions: Statement of Merger (Surviving Entity is a Domestic Entity) The official instructions, which add the operational rules that reject filings: typewritten only, eleven-digit identification numbers, a street principal address rather than a post office box, an attachment past three merging entities, a separate form for a foreign survivor, and the ninety-day delayed effective date with its 11:59 p.m. default. Accessed September 11, 2026.
• Colorado House Bill 26-1088 The official bill page confirming enactment: signed May 29, 2026, chapter 226, effective August 12, 2026. It is the source of the new failed-payment rule in § 7-90-303(5). Accessed September 11, 2026.