LLC Voluntary Dissolution and Closure Packet - Colorado

COLORADO LLC VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Scope gate. Use only for a consensual, solvent domestic LLC closing. Excludes disputed or judicial dissolution, insolvency or bankruptcy, merger, conversion, series LLC, professional LLC, regulated entities, and unresolved ownership or authority disputes.

Separate systems remain separate. A Colorado dissolution filing does not itself close federal tax, payroll, state tax, license, bank, contract, insurance, or foreign-registration accounts.

1. ENTITY AND ROUTE CHECK

☐ Secretary of State record, formation documents, operating agreement, amendments, and ownership records reviewed.

2. COLORADO AUTHORIZATION GATE

Colo. Rev. Stat. § 7-80-801 recognizes dissolution by all-member agreement, an operating-agreement event, and specified no-member events. For this consensual packet, document all-member agreement or the applicable operating-agreement event.

☐ Attach the all-member agreement or quote and attach the operating-agreement dissolution event.

☐ Governing-document procedures, effective date, and authority to wind up and file documented.

Member approval record

The undersigned members approve dissolution of [LLC Name] effective [__/__/____], authorize winding up, and authorize [Name/Title] to file the Colorado Statement of Dissolution.

3. WINDING-UP PLAN

Colo. Rev. Stat. §§ 7-80-803 and 7-80-803.3 limit post-dissolution activity to winding up and identify permitted acts and authority.

☐ Stop ordinary business except documented wind-up activity.

☐ Inventory and collect assets; inventory liabilities, taxes, claims, guarantees, liens, and contingencies.

☐ Preserve records and litigation holds; prosecute or defend matters only as authorized for winding up.

☐ Pay, resolve, or make legally sufficient provision for liabilities before member distributions.

☐ Apply the operating agreement and Colorado law to final distributions.

Known-claim log

Do not improvise a claims-cutoff notice. Use a statutory procedure only after counsel confirms every requirement.

Asset and distribution ledger

4. EMPLOYEES, TAXES, AND ACCOUNTS

☐ Final payroll, benefits, wage statements, federal returns, and information returns reviewed.

☐ Colorado income, sales, withholding, unemployment, license, permit, and local accounts reviewed separately.

☐ Contracts, insurance, leases, bank, merchant, digital, and other accounts closed or assigned after outstanding items and retention needs are resolved.

5. COLORADO FILING PREPARATION

Colo. Rev. Stat. § 7-80-802 requires a Statement of Dissolution when the LLC dissolves. The Secretary of State directs LLCs to file electronically from the entity record. Verify the current online form, fee, and effective-date choices immediately before filing.

☐ Exact entity name and Colorado ID confirmed from the entity record.

☐ Dissolution basis/date and filer authority documented.

☐ Online acceptance, receipt, effective date, and rejection correspondence retained.

6. FOREIGN REGISTRATION INVENTORY

A Colorado filing does not withdraw the LLC elsewhere. Complete each foreign-jurisdiction withdrawal separately.

7. FINAL CLOSURE CERTIFICATE

The undersigned certifies that authorization is attached; assets and liabilities were inventoried; liabilities were resolved or provided for before distributions; the required filing was accepted; separate tax, account, and foreign-withdrawal work was completed or assigned; and records will be retained at [Location] by [Custodian] through [Date].

Authorized person: [________________________________]

Title/capacity: [________________________________]

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

SOURCES AND REFERENCES

• Colorado Revised Statutes, 2025 Title 7
• Colorado Secretary of State, Statement of Dissolution instructions
• Colorado Secretary of State, dissolution FAQ

Statute, form, portal, and processing facts above are verified as of 2026-07-27 and must be checked again immediately before filing.