Colorado § 7-80-404 Duties of members and managers

Colorado Statutes

§ 7-80-404 — Duties of members and managers

Colorado § 7-80-404

Title 07Corporations

Art.Limited Liability Companies

This text of Colorado § 7-80-404 (Duties of members and managers) is published on Counsel Stack Legal Research, covering Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Colo. Rev. Stat. § 7-80-404 (2026).

Text

(1)In addition to the duties established elsewhere in this article, the duties that each member in a limited liability company in which management is vested in the members and that each manager owes to the limited liability company include the duties to:

(a)Account to the limited liability company and hold as trustee for it any property, profit, or benefit derived by the member or manager in the conduct or winding up of the limited liability company business or derived from a use by the member or manager of property of the limited liability company, including the appropriation of an opportunity of the limited liability company;

(b)Refrain from dealing with the limited liability company in the conduct or winding up of the limited liability company business as or on behalf of a

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

(1) In addition to the duties
established elsewhere in this article, the duties that each member in a limited
liability company in which management is vested in the members and that each
manager owes to the limited liability company include the duties to:

(a) Account to the limited liability company and hold as trustee for it any
property, profit, or benefit derived by the member or manager in the conduct or
winding up of the limited liability company business or derived from a use by the
member or manager of property of the limited liability company, including the
appropriation of an opportunity of the limited liability company;

(b) Refrain from dealing with the limited liability company in the conduct or
winding up of the limited liability company business as or on behalf of a party
having an interest adverse to the limited liability company; and

(c) Refrain from competing with the limited liability company in the conduct
of the limited liability company business before the dissolution of the limited
liability company.

(d) (Deleted by amendment, L. 2006, p. 857, � 24, effective July 1, 2006.)

(2) Each member in a limited liability company, the articles of organization of
which provide that management is vested in the members, and each manager owes
to the limited liability company a duty of care in the conduct and winding up of the
business of the limited liability company, which shall be limited to refraining from
engaging in grossly negligent or reckless conduct, intentional misconduct, or a
knowing violation of law.

(3) Each member and each manager shall discharge the member's or
manager's duties to the limited liability company and exercise any rights
consistently with the contractual obligation of good faith and fair dealing.

(4) A member in a limited liability company, the articles of organization of
which provide that management is vested in the members, or a manager does not
violate a duty or obligation to the limited liability company solely because the
member's or manager's conduct furthers the member's or manager's own interest.

(5) A member or a manager may lend money to, and transact other business
with, the limited liability company, and as to each loan or transaction the rights and
obligations of the member or manager may be exercised or performed in the same
manner as those of a person who is not a member or manager, subject to other
applicable law.

(6) A member is not entitled to remuneration for services performed for the
limited liability company except for reasonable compensation for services rendered
in winding up the business of the limited liability company.

Legislative History

Source: L. 2004: Entire part R&RE, p. 939, � 6, effective July 1. L. 2006: Entire section amended, p. 857, � 24, effective July 1. L. 2016: (6) added, (HB 16-1329), ch. 242, p. 989, � 4, effective August 10.