Colorado · Operating agreement
Colorado LLC operating agreement
What Colorado's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my Colorado operating agreementWhat Colorado’s LLC act says
Colorado defines an operating agreement as any agreement of all the members about the LLC's affairs and the conduct of its business. 4
In Colorado an operating agreement need not be in writing, unless the act or a written operating agreement requires writing for a particular matter. 4
What Colorado’s act does not let an agreement change:
- Eliminate the duty of good faith and fair dealing 1
- Unreasonably restrict members' and managers' rights to information 1
- Restrict the rights of people who are not members 1
One-member company. For a one-member Colorado LLC, any writing about the company's affairs signed by the sole member counts as its operating agreement. 4
Not confirmed for Colorado from an official source: whether a Colorado agreement is filed with the state.
What happens with no agreement
Colorado decisions go to a majority of the members, or to a majority of the managers if the LLC has managers. Without managers, the members decide. 2
Colorado splits profits and losses by the value of each member's contributions, as stated in the company records. 3
What the template covers in Colorado
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
Colorado’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a Colorado LLC
You form a Colorado LLC by filing with Colorado’s Secretary of State.
The Colorado periodic report is due by the last day of the second month after your formation anniversary month. 5
Search the Colorado business records at the Secretary of State before you file: Colorado entity search.
The operating agreement for a Colorado LLC is separate from the Colorado formation filing.
Common questions
Is an operating agreement required for an LLC in Colorado?
Colorado's LLC act does not tell an LLC to adopt an operating agreement. Where the agreement says nothing on a matter, the act's own rules apply. 1
Is there a Colorado LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member Colorado LLC have an operating agreement?
For a one-member Colorado LLC, any writing about the company's affairs signed by the sole member counts as its operating agreement. 4
Does a Colorado operating agreement need to be notarized?
None of the Colorado rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a Colorado operating agreement, and is it filed?
We could not confirm from an official Colorado source whether the agreement is filed with the state. What does go to the filing office is the formation filing, made with Colorado’s Secretary of State. 6
Also in Colorado
Sources 6 links, checked Oct 4, 2026 to Nov 13, 2026
- Colorado LLC act, section 7-80-108 leg.colorado.gov, checked Nov 13, 2026
To the extent the operating agreement does not otherwise provide, this article shall control.
- Colorado LLC act, section 7-80-401 leg.colorado.gov, checked Nov 13, 2026
decisions with respect to a limited liability company shall be made by a majority of the members or, if the limited liability company has one or more managers, by a majority of the managers.
- Colorado LLC act, section 7-80-503 leg.colorado.gov, checked Nov 13, 2026
The profits and losses of a limited liability company shall be allocated among the members and among classes of members on the basis of the value
- Colorado LLC act, section 7-80-102 leg.colorado.gov, checked Nov 13, 2026
‘Operating agreement’ means any agreement of all of the members as to the affairs of a limited liability company and the conduct of its business.
- Colorado periodic report coloradosos.gov, checked Oct 4, 2026
- Official state fee schedule for LLC filings sos.state.co.us, checked Oct 17, 2026
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains Colorado’s rules. It is not legal or tax advice.
Ready to file? Start your Colorado LLC.