Limited Liability Company – General – Colorado
Related Colorado Legal Forms
The COLORADO REVISED STATUTES provisions for limited liability companies (LLC) do not directly address the use of a LLC for the practice of a profession. Therefore, the following Law Summary is based on the provisions for and restrictions on professional corporations. All of those statutory provisions have been modified, as have the forms, to address the organization, management, and business operations of a LLC.
The statutory requirements for the formation and organization of a limited liability company (LLC) are set out in the COLORADO REVISED STATUTES, §§ 7-80-101 through 7-80-1101 Colorado Limited Liability Company Act.
The statutory requirements for the formation and organization of a business corporation are set out in the COLORADO REVISED STATUTES, §§ 7-101-101 through 7-117-105, the Colorado Business Corporation Act.
In addition to the statutory requirements applicable to an LLC organized to engage in the practice of law, the practice of law is controlled by COLORADO REVISED STATUTES, §§ 12-5-101 through 12-5-120 (Attorneys), the COLORADO RULES OF CIVIL PROCEDURE, Rule 265, and the COLORADO RULES OF PROFESSIONAL CONDUCT, Rule 7.5. A LLC which engages in the practice of law is also subject to any additional rules, regulations, or disciplinary procedures established by the Colorado Supreme Court.
BEFORE YOU FORM A LLC TO ENGAGE IN THE PRACTICE OF LAW, YOU SHOULD FIRST CONFIRM WITH THE COLORADO SUPREME COURT THAT YOU ARE IN FULL COMPLIANCE WITH ALL OF ITS RULES AND REQUIREMENTS.
The name of a LLC cannot be the same as or deceptively similar to a name already on file or reserved with the Secretary of State by another domestic corporation, limited partnership or limited liability company or of a foreign corporation, foreign limited partnership or a foreign limited liability company.
Generally, a LLC name must contain “limited liability company” or the abbreviation “LLC” If “LLC” is not used, the word “limited” may be abbreviated as “Ltd.”, and the word “company” may be abbreviated as “Co.” A firm may use, or continue to include in its name, the name or names of one or more deceased or retired members of the firm or of a predecessor firm in a continuing line of succession.
The Secretary of State has published on its web site its opinion that the Colorado Rules of Professional Conduct requires that law firms must have at least the name of one of the shareholders of the firm in the corporation’s name.
FILING ARTICLES WITH SUPREME COURT
A copy of the Articles of Organization for a LLC organized to engage in the practice of law MUST be filed with the Colorado Supreme Court.
The Articles of Organization of a LLC organized to engage in the practice of law must include either one of the following statements:
“All members of the limited liability company shall be jointly and severally liable for all acts, errors and omissions of the employees of the corporation; or
“All members of the limited liability company shall be jointly and severally liable for all acts, errors and omissions of the employees of the corporation except during periods of time when the LLC shall maintain in good standing lawyers’ professional liability insurance which meets the minimum standards of Rule 265 C.R.C.R.”
A LLC organized to engage in the practice of law may not engage in any other business activity.
All members of an LLC organized to engage in the practice of law must be licensed to practice law in Colorado.
REGISTERED AGENT AND OFFICE
A LLC is required to continuously maintain a registered agent and office for the purpose of service of process. The articles of organization must include the street address, not a post office address, of the registered office and the name of the registered agent at that address.
The registered agent may be a natural person, a Colorado corporation, or a foreign corporation qualified to do business in Colorado. A Corporation may not serve as its own registered agent.
The business address of the registered agent must be the same as the address of the registered office.
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