Colorado § 7-80-810 Judicial dissolution

Colorado Statutes

§ 7-80-810 — Judicial dissolution

Colorado·Title 07 Corporations·Art. Limited Liability Companies

(1)A limited liability company may be dissolved in a proceeding by the attorney general if it is established that:

(a)The limited liability company obtained its articles of organization through fraud; or

(b)The limited liability company has continued to exceed or abuse the authority conferred upon it by law.

(2)A limited liability company may be dissolved in a proceeding by or for a member or manager of the limited liability company if it is established that it is not reasonably practicable to carry on the business of the limited liability company in conformity with the operating agreement of said company.

(3)A limited liability company may be dissolved in a proceeding by a creditor of the limited liability company if it is established that:

(a)The creditor's claim has be

Free access — add to your briefcase to read the full text and ask questions with AI

(1) A limited liability company may be
dissolved in a proceeding by the attorney general if it is established that:

(a) The limited liability company obtained its articles of organization through
fraud; or

(b) The limited liability company has continued to exceed or abuse the
authority conferred upon it by law.

(2) A limited liability company may be dissolved in a proceeding by or for a
member or manager of the limited liability company if it is established that it is not
reasonably practicable to carry on the business of the limited liability company in
conformity with the operating agreement of said company.

(3) A limited liability company may be dissolved in a proceeding by a creditor
of the limited liability company if it is established that:

(a) The creditor's claim has been reduced to judgment, execution upon such
judgment has been returned unsatisfied, and the limited liability company is
insolvent; or

(b) The limited liability company is insolvent and the limited liability company
has admitted in writing that the creditor's claim is due and owing.

(4) (a) If a limited liability company has been dissolved by voluntary action
taken under subpart 1 of this part 8:

(I) The limited liability company may bring a proceeding to wind up and
liquidate its business and affairs under judicial supervision in accordance with
section 7-80-803; and

(II) The attorney general, a member, a manager, or a creditor, as the case
may be, may bring a proceeding to wind up and liquidate the business and affairs of
the limited liability company under judicial supervision in accordance with section
7-80-803, upon establishing the grounds set forth for such person, respectively, in
subsections (1) to (3) of this section.

(b) As used in sections 7-80-811 to 7-80-813, a judicial proceeding brought
to dissolve a limited liability company includes a proceeding brought under this
subsection (4), and a decree of dissolution includes an order of court entered in a
proceeding under this subsection (4) that directs that the business and affairs of a
limited liability company shall be wound up and liquidated under judicial
supervision.

Colorado § 7-80-810 (Judicial dissolution) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Legislative History

Source: L. 2003: Entire part R&RE, p. 2273, � 192, effective July 1, 2004. L. 2004: (4)(b) amended, p. 1464, � 197, effective July 1. L. 2005: IP(4)(a) amended, p. 1219, � 28, effective October 1.