Colorado LLC Operating Agreement Template
Not required by statute; the act defines the operating agreement, which need not be in writing unless the act or a written agreement requires it. Fill in the form to build a Colorado operating agreement for a single-member or multi-member LLC, governed by the Colorado Limited Liability Company Act. Download it as PDF or Word and keep the signed copy with the company records; it is not filed with the state.
This template is a starting point, not legal advice, and Jupid is not a law firm. LLC law differs by state, and Colorado courts apply Colorado law. Have an attorney licensed in your state review the agreement before every member signs, especially if members contribute property, receive unequal rights, or plan to bring in investors.
Company
Governed by the Colorado Limited Liability Company Act. Not required by statute, but strongly recommended. Colorado rules
Owners
Member
Management
Match what your Articles of Organization says, if it states the management structure.
Taxes
Succession
Lets the LLC continue without a gap in ownership. Coordinate with your will or trust.
Live preview: 11 articles
Operating Agreement of Blue Harbor Studio LLC
A Colorado single-member, member-managed limited liability company
This Operating Agreement (this "Agreement") of Blue Harbor Studio LLC (the "Company") is made effective as of March 2, 2026 (the "Effective Date") by its sole member listed in Schedule A (the "Member").
Article 1. Formation
1.1 Formation. Blue Harbor Studio LLC (the "Company") was formed as a Colorado limited liability company on March 2, 2026 by filing its Articles of Organization with the Colorado Secretary of State. The Colorado Limited Liability Company Act (the "Act") and this Agreement govern the Company. Where this Agreement differs from a default rule of the Act, this Agreement controls to the extent the Act allows.
1.2 Purpose. The purpose of the Company is graphic design, branding and marketing services, and any other lawful business for which a limited liability company may be formed under the Act.
1.3 Principal Office. The Company's principal office is at 1200 Main Street, Suite 300, Denver, CO, or at another place the Member chooses.
1.4 Registered Agent. The Company's registered agent and registered office in Colorado are those stated in its most recent filing with the Colorado Secretary of State.
1.5 Term. The Company continues until it is dissolved and its affairs are wound up under Article 10.
Article 2. Sole Member and Capital
2.1 Sole Member. Alex Rivera (the "Member") is the sole member of the Company and owns 100% of the membership interests. The Member's address and Capital Contribution are listed in Schedule A.
2.2 Capital Contribution. The Member has contributed or will contribute the money, property or services stated in Schedule A. The Member is not required to make any additional contribution but may do so at any time.
2.3 No Interest on Capital. The Member earns no interest on its Capital Contributions. A loan from the Member to the Company is not a Capital Contribution.
Article 3. Allocations and Distributions
3.1 Profits and Losses. All profits and losses of the Company are allocated to the Member.
3.2 Distributions. The Member decides when the Company makes distributions and in what amounts.
3.3 Limits on Distributions. The Company will not make a distribution if, after the distribution, the Company could not pay its debts as they become due in the ordinary course of business, its total liabilities would exceed its total assets, or the distribution would otherwise violate the Act.
Article 4. Tax Classification
4.1 Classification. The Company has one Member. Under Treasury Regulations Section 301.7701-3(b)(1)(ii), it is disregarded as an entity separate from its owner for federal income tax purposes unless the Member elects otherwise by filing IRS Form 8832 or Form 2553. Being disregarded for income tax purposes does not change the Company's separate legal existence or the Member's limited liability under the Act.
Article 5. Management
5.1 Management by the Member. The Company is member-managed. The Member has full authority to run the business, sign contracts, open accounts and take any other action for the Company. The Member may act by signing a written consent and is not required to hold meetings.
5.2 Officers and Agents. The Member may appoint officers or agents, give them titles and delegate authority to them in writing.
Article 6. Transfers and Additional Members
6.1 Transfers. The Member may transfer all or part of its membership interest. A person who receives the Member's entire interest is admitted as a member when the transfer takes effect.
6.2 Additional Members. The Member may admit additional members by written consent. When a second member is admitted, the members will sign an amended operating agreement that covers voting, distributions and transfers. Once the Company has two or more members, it is classified as a partnership for federal income tax purposes unless it has elected to be taxed as a corporation.
Article 7. Death or Incapacity of the Member
7.1 Successor on Death. On the Member's death, the person who inherits the Member's interest under the Member's will or trust or under the laws of intestacy succeeds to the Member's entire interest and is admitted as the member effective as of the date of death, so that the Company continues without dissolution. Until the successor is admitted, the Member's personal representative may exercise all of the Member's rights to manage the Company.
7.2 Incapacity. If the Member becomes unable to manage the Company because of a physical or mental condition, the Member's agent under a durable power of attorney, or a court-appointed guardian or conservator, may exercise the Member's management rights until the Member can act again.
Article 8. Books, Records, Bank Accounts and Separateness
8.1 Books and Fiscal Year. The Company keeps complete and accurate books of account. Its fiscal year is the calendar year unless tax law requires otherwise, and its books are kept on the cash or accrual method the Member chooses for its tax returns.
8.2 Records. The Company keeps at its principal office the records the Act requires, including a copy of its Articles of Organization and all amendments, this Agreement and all amendments, a current list of its Member with addresses, Capital Contributions, and its federal, state and local tax returns and financial statements for at least the three most recent years.
8.3 Bank Accounts. All Company money is deposited in accounts in the Company's name and used only for Company purposes. Company funds are never mixed with the personal funds of the Member. The Member, and anyone they authorize in writing, may sign on Company accounts.
8.4 Separate Existence. The Company holds itself out as a legal entity separate from the Member. It signs contracts in its own name, pays its debts from its own funds, keeps its own books and accounts, and does not pay the personal expenses of the Member. These practices help preserve the limited liability the Act gives to the Member.
Article 9. Limited Liability, Exculpation and Indemnification
9.1 Limited Liability. To the fullest extent the Act allows, no Member or officer is personally liable for any debt, obligation or liability of the Company, whether arising in contract, tort or otherwise, solely because of that role. A failure of the Company to observe formalities is not a ground for imposing personal liability on the Member.
9.2 Exculpation. No Member or officer is liable to the Company for any act or omission in good faith on behalf of the Company, except for gross negligence, willful misconduct, a knowing violation of law, a transaction from which the person received an improper personal benefit, or a breach of this Agreement.
9.3 Indemnification. To the fullest extent the Act allows, the Company will indemnify and hold harmless the Member and each officer against losses, judgments, settlements and reasonable legal fees arising from claims related to the Company's business, except for conduct listed as an exception in Section 9.2. The Company may advance legal fees if the person agrees in writing to repay them if it is later determined that the person was not entitled to indemnification.
9.4 Insurance. The Company may buy insurance on behalf of any person it may indemnify.
Article 10. Dissolution and Winding Up
10.1 Events of Dissolution. The Company dissolves only on:
- the Member's written decision to dissolve;
- the sale of all or substantially all of its assets, after the sale proceeds are collected;
- the Company having no member, if no successor is admitted under Article 7 and the Company is not otherwise continued as the Act permits;
- entry of a court order of dissolution; or
- any other event that requires dissolution under the Act.
10.2 Winding Up. On dissolution, the Member will wind up the Company's affairs, sell or distribute its assets, and file the dissolution or cancellation documents the Colorado Secretary of State requires.
10.3 Order of Payment. Company assets are applied in this order: first, to creditors, including the Member if it is a creditor, in satisfaction of the Company's debts; second, to reasonable reserves for contingent liabilities; and third, to the Member.
Article 11. General Provisions
11.1 Governing Law. This Agreement is governed by the laws of the State of Colorado, including the Colorado Limited Liability Company Act (C.R.S. § 7-80-101 et seq.).
11.2 Entire Agreement. This Agreement, including its schedules, is the entire agreement of the Member about the Company and replaces any earlier oral or written agreement on the same subject.
11.3 Amendments. This Agreement may be amended only by a writing signed by the Member.
11.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the rest of the Agreement stays in effect, and the provision is enforced to the greatest extent allowed.
11.5 Binding Effect; No Third-Party Beneficiaries. This Agreement binds and benefits the Member and its permitted successors and assigns. No creditor or other third party may enforce it.
Signatures
The Member signs this Agreement effective as of the Effective Date.
Date: ________________
Schedule A: Member
| Member | Address | Capital contribution | Percentage interest |
|---|---|---|---|
| Alex Rivera | 48 Oak Lane, Denver, CO | $5,000 (Cash) | 100% |
| Total | $5,000 | 100% |
Template from jupid.com. Not legal advice; Colorado law varies, so have an attorney review this document before signing.
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Colorado Operating Agreement Facts
LLC statute
Colorado Limited Liability Company Act (C.R.S. § 7-80-101 et seq.)
Required?
Not required by statute; the act defines the operating agreement, which need not be in writing unless the act or a written agreement requires it.
Filed with the state?
No. You file the Articles of Organization with the Colorado Secretary of State; the operating agreement stays with the company records.
What the statute calls it
operating agreement
Records rule
No office-keeping list; each member may inspect and copy, among other records, the articles and any written operating agreement (C.R.S. § 7-80-408(1)(d)).
Annual or biennial report
Periodic Report, $25, due each year in the entity's periodic report month; may be filed from two months before to two months after that month without penalty ($50 late penalty).
Series LLCs
Not authorized (no series provisions found in Article 80)
Community property state
No.
Colorado law on operating agreements
Colorado LLCs are governed by the Colorado Limited Liability Company Act (C.R.S. § 7-80-101 et seq.). An operating agreement is "any agreement of all of the members as to the affairs of a limited liability company and the conduct of its business," and except as the act or a written agreement provides, it need not be in writing (C.R.S. § 7-80-102(11)(a)). For a one-member company the term includes any writing signed by the sole member about the company's affairs (§ 7-80-102(11)(b)). The act does not require members to adopt one.
The agreement may be entered into before, after or at the time the articles of organization are filed (§ 7-80-108(1)(c)), and the act states an intent to give maximum effect to freedom of contract and the enforceability of operating agreements (§ 7-80-108(4)). An operating agreement is not subject to any statute of frauds, except where the act itself requires a writing (§ 7-80-108(5)). It is not among the Secretary of State filings. Each member may inspect and copy the articles and any written operating agreement, among other company records (§ 7-80-408(1)(d)).
Colorado default rules
Decisions are made by a majority of the members or, if the company has managers, by a majority of the managers (§ 7-80-401(1)). The consent of each member is needed to amend the articles of organization, amend the operating agreement, or authorize an act outside the ordinary course of business (§ 7-80-401(2)). The operating agreement may give members votes on a per capita or other basis (§ 7-80-706(1)).
Profits, losses and distributions are allocated on the basis of the value of each member's contributions as stated in the company's records (§§ 7-80-503, 7-80-504). Colorado lets a member resign at any time by giving notice to the other members, though a resignation that violates the agreement exposes the member to damages (§ 7-80-602). A resigned member loses management rights and keeps only the share of profits and return of contributions he or she would otherwise have received (§ 7-80-603), so the act sets no buyout at fair value. An assignee who is not admitted as a member receives only the economic share and cannot participate in management (§ 7-80-702(1)).
Colorado details to cover in your agreement
Each Colorado LLC files a Periodic Report with the Secretary of State every year. The online fee is $25, the late filing penalty is $50, and the report can be filed from two months before to two months after the entity's periodic report month without penalty. The month appears on the entity's summary page in the business database.
Because default allocations follow the contribution values recorded under § 7-80-408, the agreement and the company records should show each member's contribution and its agreed value. An agreement that limits resignation or sets a price for a departing member's interest replaces the statutory default. Article 80 contains no series LLC provisions. Check the current statute before relying on a default rule.
Frequently Asked Questions
Official References
Colorado statute sections and agency pages checked October 2026. Statutes change; confirm the current text before relying on a default rule.