Voluntary LLC Dissolution and Cancellation Requirements in Colorado
At a glance
| Governing law and scope | Colorado Limited Liability Company Act, C.R.S. Article 80, with general filing and dissolved-entity rules in Article 90; the Secretary of State files the Statement of Dissolution. Colorado dissolves—but does not separately cancel—an ordinary domestic LLC (§§ 7-80-801 to -803.5) |
|---|---|
| Dissolution event and approval | Operating-agreement event or agreement of all members; default voluntary approval is unanimous. A memberless LLC dissolves on the earlier of day 91 without a new member or the effective date of a dissolution statement (§ 7-80-801) |
| Pre-filing status and tax clearance | No advance tax-clearance certificate, final return, or good-standing attachment appears in § 7-80-802; the SOS expressly offers a $10 dissolution filing for delinquent entities. Applicable DOR tax accounts and final returns remain separate—sales-tax closure is due within 30 days after closing |
| Winding-up authority and powers | Manager winds up; if none, any member, and a last member's representative/assignee/transferee may act. Preserve briefly, litigate, settle, collect/transfer property, discharge or provide for obligations, and distribute; ordinary business stops except as appropriate to wind up (§§ 7-80-803, -803.3) |
| Creditor notice and claims | No universal notice mandate. Optional direct notice may set an action deadline at least 2 years after delivery for noncontingent pre-dissolution claims. Optional one-time county publication bars claims unless suit starts by the later of 5 years after publication or 4 months after the claim arises (§§ 7-90-911 to -912) |
| Debts, reserves, and distributions | Discharge or make provision for liabilities before distributing remaining property. Default member allocation follows recorded contribution value; no distribution may leave nonmember liabilities above fair-value assets. A knowing recipient returns an improper distribution; ordinary statutory recovery limit is 3 years (§§ 7-80-504, -606, -803) |
| Termination filing and signer | Upon dissolution, file one online Statement of Dissolution stating the LLC name and principal-office address. It is an initial dissolved-status filing, not an after-wind-up cancellation. No signature is a filing condition; an individual causing delivery supplies name/address and makes the statutory perjury affirmations (§§ 7-80-802, 7-90-301 to -301.5) |
| Fee, method, and effective date | $10 as of 2026-07-28; electronic filing only from the entity record. The statement is effective when filed unless it states a delayed date/time up to 90 days; the LLC's existence continues after dissolution for winding up (§§ 7-90-304, 7-80-803; SOS fee schedule/form instructions) |
| Survival, revocation, and post-closure | Existence continues without a fixed sunset for winding up, suits, assets, and claims. A delayed statement may be revoked before effectiveness by correction; after dissolution, Articles of Reinstatement are available (extra affidavit/photo-ID package after 2 years), with relation-back subject to reliance rights (§§ 7-90-305, -911 to -913, -1001 to -1005) |
Requirements one by one
Colorado dissolves the LLC but does not separately cancel it
The Colorado Limited Liability Company Act places the internal dissolution event in § 7-80-801 and the public filing in § 7-80-802. An ordinary voluntary dissolution requires the agreement of all members unless the operating agreement supplies an event that causes dissolution.
The Statement of Dissolution is not a terminal certificate filed after winding up. C.R.S. §§ 7-80-803 and 7-80-803.3 expressly say the dissolved LLC “continues its existence as a limited liability company,” but it may carry on business only as appropriate to wind up and liquidate.
The default approval is unanimous
Section 7-80-801(1)(a) uses “the agreement of all members.” The operating agreement may identify a dissolution event, and a memberless LLC has a separate rule: it dissolves on the earlier of the ninety-first day without a new member or the effective date of a Statement of Dissolution.
That internal event and the public statement should be documented separately. The statement does not replace the member agreement or an operating-agreement condition.
No advance tax certificate is attached
Section 7-80-802 requires the LLC name and principal-office address. It does not require a Department of Revenue clearance, proof of final return, or certificate of good standing. The Secretary of State's fee schedule even lists a $10 Statement of Dissolution for a delinquent entity.
Tax closure remains a separate task. For example, the Department of Revenue instructs a closing sales-tax account to mark the final return and submit the closure request within 30 days after closing. That is not an attachment to the Secretary of State statement.
The manager ordinarily winds up
Under § 7-80-803.3, the manager winds up; if there is no manager, any member may do so. The last member's legal representative, assignee, or transferee may act when the last- member situation caused dissolution.
The wind-up actor may preserve the business as a going concern for a reasonable time, prosecute or defend proceedings, settle disputes, transfer property, discharge or provide for obligations, distribute assets, and perform other necessary acts. Ordinary operations must stop except as appropriate to wind up.
Creditor notice is optional
Colorado offers two claims safe harbors, but neither is a universal condition to the Statement of Dissolution.
For a targeted notice under § 7-90-911, the stated deadline to commence an enforcement action must be at least two years after delivery. That route excludes contingent liabilities and claims based on post-dissolution events.
C.R.S. §§ 7-90-912 and 7-90-913 separately supply the newspaper-publication procedure and enforcement limits. The resulting deadline is the later of five years after publication or four months after the claim arises. This wider publication route reaches known, future-due, contingent, liquidated, and unliquidated claims, but excludes claims of the state.
Liabilities come before member distributions
Section 7-80-803 requires discharging or making provision for liabilities before distributing remaining property. Section 7-80-606 also prohibits a distribution that would leave the LLC's covered liabilities greater than the fair value of its assets.
Unless the operating agreement changes the economic rule, distributions among members follow recorded contribution value under § 7-80-504. A member who knowingly receives an unlawful distribution is liable to the LLC; the ordinary statutory recovery period is three years from the distribution.
The online statement is a short filing
The Statement of Dissolution states the LLC name and principal-office street and mailing addresses. Colorado does not require a traditional signature as a condition of filing. Instead, the individual causing delivery supplies a name and mailing address and, by filing, makes the good-faith and truth affirmations in § 7-90-301.5 under penalty of perjury.
The filing is available electronically from the entity's Secretary of State record. The current fee is $10; no paper option is listed.
Delayed effectiveness is available
The statement is effective when filed unless a delayed date or time is selected. C.R.S. §§ 7-90-304 and 7-90-305 and the form instructions cap the delay at 90 days; a date without a time becomes effective at 11:59 p.m.
That timing concerns the filed statement. An LLC already dissolved by unanimous agreement or an operating-agreement event does not postpone its internal dissolution merely by selecting a later public-filing date.
A dissolved LLC can be reinstated
A delayed filing may be revoked before it becomes effective through a Statement of Correction. After dissolution, Article 90 permits Articles of Reinstatement. The default vote tracks the vote sufficient for dissolution unless the operating agreement provides another reinstatement rule.
For an entity dissolved two years or longer, C.R.S. §§ 7-90-1001, 7-90-1003, and 7-90-1005 require the reinstatement route, including an authority affidavit and government-issued photo identification with the filing. Reinstatement generally relates back as though existence continued without interruption, but it cannot adversely affect rights acquired in reliance on the dissolution before notice of reinstatement.
What trips people up
- The statement is not a final cancellation. Colorado files it upon dissolution, while the LLC continues to exist for winding up.
- A delinquent status is not a substitute for voluntary dissolution. The SOS warns that delinquency only reflects missing compliance filings and does not necessarily mean the business stopped operating.
- Creditor notice is elective. The two-year direct-notice and five-year publication procedures are safe harbors, not mandatory attachments.
- Tax-account closure is separate. Filing the statement does not automatically close Department of Revenue accounts, local licenses, federal accounts, or foreign registrations.
Common questions
What vote is needed to dissolve a Colorado LLC?
The default is agreement of all members. An operating-agreement event may also cause dissolution.
Must a Colorado LLC finish winding up before filing dissolution?
No. Colorado requires the Statement of Dissolution upon dissolution, then the entity continues in dissolved status to wind up. It does not use a later ordinary LLC cancellation filing.
Does Colorado require tax clearance first?
No termination-specific tax certificate is required with the statement. Final returns, payments, and closure of applicable tax accounts remain separate obligations.
How much does the Statement of Dissolution cost?
The current online fee is $10. The Secretary of State lists no paper option.
Can a dissolved Colorado LLC be restored?
Yes. Article 90 permits Articles of Reinstatement, with additional identity and authority documents when the entity has been dissolved for at least two years.
Statutes and sources
- Colorado Revised Statutes 2025, Title 7, §§ 7-80-504, -606, -801 to -803.5 and §§ 7-90-301 to -305, -911 to -913, -1001 to -1005: https://olls.info/crs/crs2025-title-07.pdf (accessed 2026-07-28)
- Colorado Secretary of State, Statement of Dissolution instructions: https://www.coloradosos.gov/pubs/business/helpFiles/DISS_LLC_HELP.html (accessed 2026-07-28)
- Colorado Secretary of State, business-organizations fee schedule: https://www.coloradosos.gov/pubs/info_center/fees/business.html (accessed 2026-07-28)
- Colorado Secretary of State, Dissolving a business FAQ: https://www.coloradosos.gov/pubs/business/FAQs/dissolve.html (accessed 2026-07-28)
- Colorado Department of Revenue, Close Sales Tax Account: https://tax.colorado.gov/close-sales-tax-account (accessed 2026-07-28)
Source links
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