A limited liability company (LLC) is a popular choice of entity for many business owners in Colorado. Further, many business owners in Colorado will form other forms of partnerships whether they actually mean to or not. When forming the actual entity though many business owners are unaware of the statutory requirements to form the business in Colorado. The article below has been prepared by a business attorney to provide information regarding the necessary requirements, but please remember to always consult directly with your business attorney.
In Colorado, a limited liability company is formed by filing articles of organization with the Colorado Secretary of State. The articles of organization must provide the following:
- The LLCs name and principal office address:
- The name and address of the registered agent;
- The true name and mailing address of the persons that are forming the LLC;
- Whether the LLC is a member managed or member managed LLC; and,
- That there is at least one (1) member of the LLC.
Section 7-80-204(1)(h) of the Colorado Revised Statutes also permit but does not require the article to disclose any other matter related to the LLC or the articles of organization that the persons forming the business determine to include in the articles.
A simple handshake can for a general partnership in Colorado, and no filing with the Colorado Secretary of State is necessary. Section 7-64-202(1) of the Colorado Revised Statutes states, “the association of two or more persons to carry on as co-owners a business for profit forms a partnership, whether or not the persons intend to form a partnership. Thus, you can form a partnership and expose yourself to liability without even intending to do so!
Limited partnerships, however, require the filing of a certificate with the Colorado Secretary of State. All of the general partners must approve the filing of certificate of limited partnership. A limited partnership will be governed by CULPA or CUPL, but limited partnerships formed on or before August 10, 2016 that does not elect to be governed by CUPA will be governed by CUPL for issues not covered by CULPA. The information required on the limited partnership certificate is:
- The name of the limited partnership, and the initial and principal address of the limited partnership;
- Name and address of the registered agent;
- The name and mailing address of each general partner LLC; and,
- That there are at least two partners in the partnership, and at least one of them is a general partner.
One should also note that a general partnership may become a limited liability partnership (LLP) and limited partnerships may become a limited liability limited partnership (LLLP), by filing a registration statement with the Colorado secretary of state.