Colorado: LLC Operating Agreement Requirements
The short answer
Colorado does not require an ordinary domestic LLC to adopt a written operating agreement. A multi-member agreement generally may be oral, while a sole-member agreement must fit one of three statutory routes; the agreement may be made before, at, or after formation and can take effect when the LLC forms or later. The articles must state member or manager management, ordinary decisions default to a majority by headcount, economics follow recorded contribution value, later admission and amendment are unanimous, and an assignment initially transfers economic rights only.
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This is the general rule in Colorado. Ezel applies current Colorado law to your specific facts and answers with citations to the statutes.
| Governing law and document name | Colorado Limited Liability Company Act, C.R.S. §§ 7-80-101–1101; 'operating agreement' (§§ 7-80-101–102) |
|---|---|
| Required or optional | Optional; Article 80 controls matters the agreement does not address (§ 7-80-108(1)(a)) |
| Permitted form and signatures | Multi-member agreement generally need not be written. Sole member uses a signed writing, written member-company agreement, or oral agreement with a nonmember manager; no general witness/notary rule (§§ 7-80-102(11), -108(3)) |
| Adoption timing and effect | May be entered before, at, or after articles filing; may take effect at formation or a later agreement-specified time (§§ 7-80-108(1)(c), -207) |
| Single member and assent | Sole-member routes are expressly defined; agreement is of all members and binds the LLC, and governs assignees/transferees. Later admission defaults to all-member consent (§§ 7-80-102(9), (11), -108(1), -701) |
| Management and authority defaults | Articles must choose member or manager management. Ordinary decisions use member or manager majority; agency follows the public choice, and outside-course acts require all members (§§ 7-80-204(1)(e), -401–402, -405) |
| Voting, economic, and transfer defaults | Ordinary votes use majority headcount; profits/losses and distributions use recorded contribution value. New member and amendment require all members; assignment alone transfers economics, not management (§§ 7-80-401, -503–504, -701–702, -706) |
| Nonwaivable rules and duties | Duties may be restricted/eliminated if not manifestly unreasonable, but good faith remains; information cannot be unreasonably restricted, nonparty rights need consent, and last-member continuation is protected (§§ 7-80-108, -404, -408, -801) |
| Amendment, filing, and records | All members approve amendment by default. Agreement is private; written copy is inspectable. Articles amendments are separate filings, and public management terms govern ordinary agency (§§ 7-80-209, -401(2), -405, -408) |
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Requirements one by one
Multi-member agreements may be oral; sole-member form is narrower
Section 7-80-102 generally permits a multi-member operating agreement to be oral and defines it as
an agreement of all members. Article 80 imposes no general witness, acknowledgment, or notary condition.
Section 7-80-108 also removes the ordinary statute-of-frauds barrier while preserving any specific
Article 80 writing requirement.
A sole member has three statutory routes: a signed writing, a written agreement between the member
and LLC, or an oral member-LLC agreement when a nonmember manager manages the company. A purely oral
sole-member declaration without that nonmember-manager relationship does not fit the definition.
The agreement may begin at formation or later
Colorado Revised Statutes § 7-80-108 permits the agreement before, at, or after the articles filing. Preformation terms may
become effective when the LLC forms, or the agreement may specify a later effective time. The LLC itself
is bound by the members' agreement.
Formation is separate. Sections 7-80-203 and -207 make the entity arise when its filed articles become
effective; an agreement cannot make the LLC exist earlier.
The articles make the management and agency choice public
Colorado Revised Statutes §§ 7-80-204 and -209 govern the public articles and their amendment. Section
7-80-204 requires the articles to say whether management is vested in members or managers.
Under § 7-80-401, ordinary decisions then require a majority of the members or, for manager management,
a majority of managers. Managers are designated and removed by member majority under § 7-80-402.
Colorado Revised Statutes § 7-80-405 follows the articles for outsider-facing agency. Members are ordinary-course agents in
a member-managed LLC. In a manager-managed LLC, membership alone creates no authority and each manager
has the ordinary-course agency role.
Headcount voting and contribution economics are different defaults
Colorado's ordinary vote is a majority of members or managers, not automatically a capital-weighted
vote. Section 7-80-706 lets the agreement create per-capita or another voting basis, subject to Article
80's majority and unanimity rules.
Sections 7-80-503 and -504 use a different measure for economics: profits, losses, and distributions
default in proportion to the recorded value of contributions. A drafted percentage schedule can replace
that formula, but it is not the statutory fallback merely because a form calls it “ownership.”
Assignment transfers economics before governance
Colorado Revised Statutes §§ 7-80-701–702 and -706 govern admission, assignment, and agreement-set
voting. Section 7-80-702 gives an unadmitted assignee profits, income compensation, and return of contributions,
but no management or membership rights. Admission after filing requires every member's consent under
§ 7-80-701.
Colorado adds an assignor consequence: transferring all of a membership interest ends the transferor's
membership even when the transferee has not yet been admitted.
Duties are contractible, but not without limits
Colorado Revised Statutes § 7-80-404 supplies the default duties. Section 7-80-108 permits duties,
including fiduciary duties, to be restricted or eliminated only when
the provision is not manifestly unreasonable. It does not permit elimination of good faith and fair
dealing, though reasonable performance standards may be stated.
The agreement also cannot unreasonably restrict § 7-80-408 information rights, alter the protected
last-member continuation rule beyond the stated extension, or affect nonparty rights or duties without
consent. Sections 7-80-404, -705, and -810 separately supply the default conduct standards, entity-liability
shield, and member/manager judicial-dissolution route.
Amendment is unanimous unless the agreement changes the route
Section 7-80-401 defaults both agreement and articles amendment to every member's consent. Section
7-80-209 allows the agreement to provide another articles-amendment method; amendments to the public
articles are then filed separately.
The operating agreement itself is private. Section 7-80-408 makes any written agreement inspectable by
members but does not make it an articles filing.
What trips people up
- “Need not be in writing” has a special sole-member definition and does not erase Article 80's specific
writing rules. - A private manager arrangement does not replace the articles' required management statement.
- Majority voting by headcount and contribution-based economics are separate statutory formulas.
Common questions
Can members authorize an act outside the ordinary course by majority vote?
No, unless a valid agreement changes the rule. Section 7-80-401(2)(c) defaults an outside-course act to
the consent of every member.
Does assigning all of an interest automatically make the assignee a member?
No. The assignor ceases membership, but the assignee receives only economics until admitted under
§ 7-80-701.
Can the agreement eliminate every fiduciary duty?
Not categorically. Section 7-80-108 allows restriction or elimination only if the term is not manifestly
unreasonable and separately preserves good faith and fair dealing and other statutory limits.
Statutes and sources
- Colo. Rev. Stat. §§ 7-80-102, -108 — defines multi- and single-member forms and governs scope,
timing, binding effect, duty changes, nonwaivable rules, and statutes of frauds. Official 2025 Title 7 PDF
(accessed July 26, 2026). - Colo. Rev. Stat. §§ 7-80-203–204, -207, -209 — governs formation, the articles' management
statement, and public amendment. Official 2025 Title 7 PDF
(accessed July 26, 2026). - Colo. Rev. Stat. §§ 7-80-401–405, -408 — governs management, voting, manager designation,
duties, agency, records, information, and accounting. Official 2025 Title 7 PDF
(accessed July 26, 2026). - Colo. Rev. Stat. §§ 7-80-503–504, -701–702, -706 — supplies economic, admission, transfer, and
agreement-voting rules. Official 2025 Title 7 PDF
(accessed July 26, 2026). - Colo. Rev. Stat. §§ 7-80-705, -810 — supplies the liability shield and judicial-dissolution route.
Official 2025 Title 7 PDF
(accessed July 26, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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