LIMITED LIABILITY COMPANY OPERATING AGREEMENT

[COMPANY NAME], LLC

A Colorado Limited Liability Company

Effective Date: [DATE]

[// GUIDANCE: Governed by the Colorado Limited Liability Company Act, C.R.S. §§ 7-80-101 et seq. Colorado also has the Colorado Uniform Limited Liability Company Act (C.R.S. § 7-90-101 et seq.) for organic statutes. Colorado requires periodic reports to the Secretary of State. Filing fees are relatively low compared to other states.]

ARTICLE I - FORMATION

1.1 Formation

The Members form a limited liability company pursuant to the Colorado Limited Liability Company Act, C.R.S. §§ 7-80-101 et seq. (the "Act") by filing Articles of Organization with the Colorado Secretary of State.

1.2 Name

[COMPANY NAME], LLC

1.3 Principal Office

[ADDRESS], Colorado [ZIP]

1.4 Registered Agent

Agent: [NAME]
Address: [ADDRESS], Colorado [ZIP]

1.5 Term

Perpetual, unless dissolved per this Agreement or the Act.

1.6 Periodic Report

[// GUIDANCE: Colorado requires LLCs to file a periodic report annually. The report is due during the anniversary month of formation. Failure to file may result in administrative dissolution.]

The Company shall file all required periodic reports with the Colorado Secretary of State.

ARTICLE II - PURPOSE

The Company is formed for [DESCRIBE PURPOSE] and any lawful purpose under the Act.

ARTICLE III - MEMBERS

3.1 Initial Members

See Exhibit A for Members, Capital Contributions, and Percentage Interests.

3.2 Admission

Additional Members require [unanimous/majority] consent.

ARTICLE IV - CAPITAL

4.1 Initial Contributions

Per Exhibit A.

4.2 Additional Contributions

Not required without Member consent.

4.3 Capital Accounts

Maintained per IRC § 704(b) regulations.

ARTICLE V - ALLOCATIONS AND DISTRIBUTIONS

5.1 Allocations

Profits and Losses allocated per Percentage Interests.

5.2 Distributions

At [Members'/Managers'] discretion, pro rata to Percentage Interests.

5.3 Tax Distributions

Annual distributions for estimated tax liability.

ARTICLE VI - MANAGEMENT

☐ MEMBER-MANAGED: All Members participate equally.
☐ MANAGER-MANAGED: Manager(s): [NAME(S)]

6.1 Voting

• Ordinary matters: Majority vote
• Extraordinary matters: [Unanimous/Two-thirds] vote

6.2 Actions Requiring Approval

(a) Amend Agreement; (b) Admit Members; (c) Merge/dissolve; (d) Sell all assets; (e) Debt over $[AMOUNT].

ARTICLE VII - TRANSFER RESTRICTIONS

7.1 Consent Required

Transfers require [majority/unanimous] consent except permitted transfers.

7.2 Right of First Refusal

[30] days to match third-party offers.

7.3 Permitted Transfers

To trusts, Affiliates, or family members.

ARTICLE VIII - DISSOLUTION

8.1 Events

(a) Member consent; (b) Judicial dissolution under C.R.S. § 7-80-810; (c) Act requirements.

8.2 Winding Up

Liquidate assets, pay creditors, distribute per Capital Accounts.

8.3 Statement of Dissolution

File Statement of Dissolution with Colorado Secretary of State.

ARTICLE IX - INDEMNIFICATION

9.1 Limitation of Liability

Members/Managers not personally liable for Company obligations.

9.2 Indemnification

Company indemnifies Members/Managers for good faith actions to fullest extent permitted by the Act.

ARTICLE X - TAX MATTERS

10.1 Classification

☐ Partnership/Disregarded entity ☐ S corporation ☐ C corporation

10.2 Partnership Representative

[MEMBER NAME]

10.3 Colorado Taxes

[// GUIDANCE: Colorado imposes a flat income tax rate. Pass-through entities may be subject to Colorado withholding on nonresident members.]

ARTICLE XI - MISCELLANEOUS

11.1 Governing Law

State of Colorado

11.2 Amendments

Written consent of [majority/all] Members.

11.3 Entire Agreement

Supersedes all prior agreements.

EXECUTION

MEMBERS:

______________________________ Date: __________
[MEMBER NAME]

EXHIBIT A - MEMBERS

Governed by Colorado Limited Liability Company Act, C.R.S. §§ 7-80-101 et seq.