LLC Membership-Interest Transfer and Admission Packet - Colorado

COLORADO LLC MEMBERSHIP-INTEREST TRANSFER AND ADMISSION PACKET

Load-bearing split. An assignment of economic or transferable rights is not, by itself, admission as a voting member. Never state that the buyer became a member unless the separate consent, admission, joinder, and company-record steps are complete.

Scope gate. Excludes securities advice, tax opinions or elections, divorce/death orders, pledges and foreclosures, valuation disputes, mergers/conversions, employee-equity plans, professional/regulated eligibility, and contested transfers.

1. TRANSACTION INTAKE

☐ Articles, operating agreement, amendments, side letters, cap table, certificates, and prior transfer restrictions collected.

☐ Liens, charging orders, pledges, buy-sell rights, rights of first refusal, and consent rights searched.

2. COLORADO LEGAL SPLIT

Under § 7-80-702, before admission an assignee or transferee receives only the assigned profits, other income compensation, and return of contributions, with no management or automatic membership right. Section 7-80-701(1) supplies an all-member consent rule for admission of an additional member after the original articles are filed. If the LLC has no members, § 7-80-701(2) provides a separate unanimous-consent route for holders by assignment or transfer of the last remaining member's interest. Under § 7-80-108(1)(a), a valid operating agreement may set a different rule, subject to that section's limits. Confirm the agreement's approval requirements before recording admission; do not infer an assignee-specific consent threshold from § 7-80-702. Section 7-80-702(2) provides that a transfer of all of a member's membership interest ends that transferor's membership; check the operating agreement for a different valid rule and record the transferor's status separately from the transferee's admission.

A manager designation or agent appointment has a separate authority route under §§ 7-80-402 and 7-80-403; membership admission is not automatically a prerequisite to that appointment.

☐ Operating-agreement transfer restriction and its enforceability analyzed.

☐ Required company/member consent identified.

☐ If no members remain, identified every holder of an assigned or transferred interest of the last remaining member and documented the § 7-80-701(2) consent route or a valid operating-agreement alternative.

☐ No admission right inferred from payment of the purchase price alone.

3. ECONOMIC-INTEREST ASSIGNMENT

For value received, [Transferor] assigns to [Transferee] the following economic or transferable interest, subject to the operating agreement and this packet:

Assigned interest: [____________________________________________________________]

Effective time: [____________________________________________________________]

The assignment alone grants only the rights validly assigned; it does not confer voting, management, agency, or member-information rights.

Transferor signature: [________________] Date: [__/__/____]

Transferee signature: [________________] Date: [__/__/____]

4. COMPANY AND MEMBER CONSENT

The undersigned approve only the boxes marked below:

☐ Waiver of transfer restriction / right of first refusal.

☐ Recognition of economic-interest assignment.

☐ Admission of transferee as a member effective [__/__/____].

☐ Allocation of voting percentage: [________].

☐ Appointment as manager or officer under separate authority.

☐ Amendment of operating agreement and schedules.

5. ADMISSION AND JOINDER

If admission is approved, [Transferee] accepts admission as a member, agrees to be bound by the operating agreement as amended, and assumes only those obligations validly imposed by the agreement and applicable law.

☐ Complete operating agreement delivered to transferee.

☐ Joinder signed.

☐ Contribution obligation, capital account, tax allocation, and distribution percentage separately documented.

☐ Authority to bind the LLC is ☐ granted by separate resolution ☐ not granted.

Admitted member: [________________] Date: [__/__/____]

6. REPRESENTATIONS AND CLOSING CONDITIONS

Each party must select and customize any representation used; delete unsupported statements.

☐ Transferor owns the assigned interest, subject to disclosed liens: [________].

☐ Required third-party and company consents are attached.

☐ No undisclosed promise of membership, management authority, tax result, valuation, or liquidity is made.

☐ Securities-law and tax review completed by qualified advisers or expressly left outside this packet.

☐ Closing funds, releases, certificates, and escrow instructions reconciled.

7. COMPANY RECORDS AND PUBLIC FILINGS

☐ Member ledger and capitalization schedule updated only to reflect completed steps.

☐ Operating-agreement schedule and admission joinder attached.

☐ Certificates canceled/reissued if the LLC uses certificates.

☐ Bank and signing authority updated by separate resolution.

☐ Current state filing rules and the LLC public record reviewed; any required amendment or report prepared separately.

☐ Foreign registrations reviewed separately.

8. COMPLETION CERTIFICATE

Authorized company representative: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Colorado OLLS, 2026 Title 7

Check the governing law, operating agreement, and filing classifications before closing.