Limited Liability Company – General – Colorado
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In Colorado a limited liability company may be dissolved either voluntarily or involuntarily. THIS SUMMARY ADDRESSES ONLY VOLUNTARY DISSOLUTION.
A Colorado limited liability company is dissolved by the unanimous written agreement of all members or at the time or upon the occurrence of events specified in writing in an operating agreement.
As soon as possible following dissolution, the manager of the limited liability company must execute a statement of intent to dissolve. Duplicate originals of the statement of intent to dissolve must be filed with the secretary of state.
The filing of the statement of intent to dissolve must not affect the limited liability of the members of the company.
Upon the filing with the secretary of state of a statement of intent to dissolve, the limited liability company must cease to carry on its business, except as may be necessary for the winding up of its business. The separate existence of the company continues until articles of dissolution have been filed with the secretary of state or until a decree dissolving the limited liability company has been entered by a court of competent jurisdiction.
In settling accounts after dissolution, the assets of the limited liability company must be distributed as follows:
(a) To creditors, including members who are creditors, to the extent otherwise permitted by law, in satisfaction of liabilities of the limited liability company other than liabilities for distributions to members;
(b) To members and former members of the limited liability company in satisfaction of liabilities for distributions; and
(c) To members of the limited liability company for the return of their contributions and respecting their membership interests in the proportions in which the members share in distributions.
When all debts, liabilities, and obligations have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets have been distributed to the members, articles of dissolution must be executed in duplicate and verified by the person signing the articles. The articles must set forth:
(a) The name of the limited liability company;
(b) That a statement of intent to dissolve the company has been filed with the secretary of state and the date on which such statement was filed;
(c) That all debts, obligations, and liabilities have been paid and discharged or that adequate provision has been made therefor;
(d) That all the remaining property and assets have been distributed among its members in accordance with their respective rights and interests;
(e) That there are no suits pending against the company in any court or that adequate provision has been made for the satisfaction of any judgment, order, or decree which may be entered against it in any pending suit.
Duplicate originals of such articles of dissolution must be filed with the secretary of state. Upon the filing of such articles of dissolution, the existence of the company ceases except for the purpose of suits, other proceedings, and appropriate action. The manager or managers in office at the time of dissolution thereafter become trustees for the members and creditors of the dissolved limited liability company and as such must have authority to distribute any company property discovered after dissolution, convey real estate, and take such other action as may be necessary on behalf of and in the name of such dissolved limited liability company.
The articles of organization of a limited liability company are cancelled by the secretary of state upon filing the articles of dissolution.
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