Colorado law generally allows an LLC operating agreement to be unwritten unless the LLC Act or a written agreement requires a particular action or provision to be in writing. When the agreement says nothing, the Colorado Limited Liability Company Act supplies rules for management, profits, member exits, transfers, and other internal matters.
Choose the version that matches your Colorado LLC structure.
Is an Operating Agreement Required in Colorado?
No. A Colorado LLC is formed by filing Articles of Organization, and the Secretary of State’s LLC filing requirements do not include an operating agreement. Colorado law also permits an operating agreement to be oral in many circumstances, so the agreement does not have to be filed with the state or notarized as part of LLC formation.
Colorado does require the Articles of Organization to identify whether the LLC is member-managed or manager-managed, making that choice worth matching clearly in the operating agreement.
For the state filing requirements themselves, see the Colorado LLC filing checklist from the Colorado Secretary of State.
Colorado’s Legal Definition of an LLC Operating Agreement
(a) “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. Except as otherwise provided in this article or as otherwise required by a written operating agreement, the operating agreement need not be in writing. An operating agreement may contain any provisions required or permitted by section 7-80-108 (1). An operating agreement includes any amendments to the operating agreement.
(b) In the case of a limited liability company with only one member, “operating agreement” includes:
(I) Any writing, without regard to whether such writing otherwise constitutes an agreement, as to such company’s affairs and the conduct of the limited liability company’s business signed by the sole member;
(II) Any written agreement between the member and the company as to the limited liability company’s affairs and the conduct of the limited liability company’s business; or
(III) Any agreement, whether or not the agreement is in writing, between the member and the limited liability company as to a limited liability company’s affairs and the conduct of its business if the limited liability company is managed by a manager who is a person other than the member.
Colorado generally does not require an operating agreement to be written. Certain actions or provisions still must be reflected in writing when Article 80 specifically requires it.
Under Colo. Rev. Stat. § 7-80-108, the operating agreement generally governs the rights, duties, limitations, qualifications, and relations among the LLC, its members, managers, assignees, and transferees. Where the agreement does not provide otherwise, Article 80 supplies the rule.
Effective August 12, 2026, Colo. Rev. Stat. § 7-80-1203 recognizes qualifying artist companies. An artist company must have a stated artistic mission in its Articles of Organization or operating agreement, and artists must hold at least 51% of its voting securities.
Owners who want to check what their LLC actually filed with the state can use the official Colorado business record search. For the new specialized LLC rules, see the General Assembly’s Colorado Artist Companies law page.
Colorado LLC Rules That Apply by Default
These are Colorado rules worth addressing expressly rather than leaving to the statutory defaults.
A majority of the members decides in a member-managed LLC. If the LLC has managers, a majority of the managers decides.
§ 7-80-401(1)Every member must consent to amend the Articles, amend the operating agreement, or authorize an act outside the ordinary course of business.
§ 7-80-401(2)Profits, losses, and distributions follow the recorded value of each member’s contributions rather than automatically being split equally.
§§ 7-80-503, 7-80-504A member has no statutory right to pay for services performed for the LLC, except reasonable compensation for work in winding up the business.
§ 7-80-404(6)A member may resign at any time by giving notice. If the resignation breaches the operating agreement, the LLC may recover damages.
§§ 7-80-602, 7-80-603Transferring an interest does not automatically give the recipient management or membership rights. Until admitted as a member, the transferee generally receives only the economic rights attached to the interest.
§ 7-80-702