Colorado LLC Operating Agreement

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LLC Operating Agreement (template + instructions)


Download a free LLC Operating Agreement:
Member-managed: Google DocWordPDF
Manager-managed: Google DocWord

Next Step

After you’ve completed and signed your Colorado LLC’s Operating Agreement, you can then proceed to the next Lesson: Tax ID Number (EIN).

Matt Horwitz

Matt Horwitz
Founder & Educator, LLC University®
Matt Horwitz has been the leading expert on LLC education for the past decade. He founded LLC University in 2010 after realizing people needed simple and actionable instructions to start an LLC that other companies weren't offering. He's cited by Entrepreneur Magazine, Yahoo Finance, and the US Chamber of Commerce, and was featured by CNBC and InventRight.
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.

8 comments on “Colorado Operating Agreement”

Disclaimer: Nothing on this page shall be interpreted as legal or tax advice. Rules and regulations vary by location. They also change over time and are specific to your situation. Furthermore, this comment section is provided so people can share their thoughts and experience. Please consult a licensed professional if you have legal or tax questions.

  1. I am looking at transitioning from a soul proprietor into an llc so my question is what do I need to do to transfer my tools and equipment into the llc ? does the llc need to pay me?

    • Hi Scott, we’ve written about converting from a Sole Proprietorship to an LLC. You can find more info here: Change from Sole Proprietorship to LLC. In terms of transferring assets from the Sole Proprietorship (your name) to the LLC, there are two common ways: a straight sale, using a Bill of Sale to document, or you use the assets (in your case, the tools and equipment) as your capital contribution to become a member of the LLC. In other words, you transfer your assets to the LLC (via the LLC Operating Agreement) and then you become an LLC Member. Under “IV. Capital Contributions” in the Operating Agreement, list off your tools and equipment and their current fair market value (and enter your % interest as “100%”). Since there’s not a lot of room, you can instead write “See Attachment 1”, then make a new document and list the tools and equipment and their fair market value. Hope that helps.

  2. Matt, first off, thank you for building this website and putting together these incredible resources for entrepreneurs. That’s amazing you did all this and are providing it for free, but on top of that, I can’t believe how well done it all is! So thank you. Now that I’m done buttering you up, I did have a quick question, how does the Operating Agreement or other aspects of setting up the LLC work if you have General and Limited Partners as owners of the LLC? I didn’t see anywhere that you could make that delineation. I appreciate any help you can provide!

    • Hi Eric, thanks so much for your awesome comment! It means a lot. We’ve been at this for nearly a decade, so it’s great to hear the positive impact we have :) General Partner and Limited Partners are not a part of the LLC structure. They only exist within a Limited Partnership (LP). LLCs use Members and Managers. Check out the following two articles: Member-managed LLC versus Manager-Managed LLC and LLC Officer Titles. Hope that helps!

  3. Matt, good afternoon. Thank you for all the information you put here, makes everything easier. My question is that if I am filing a LLC in Colorado, is it possible to work in other states without problem? I will probably work in Texas, Florida, Kentucky, Alabama and California.
    Thank you

    • Hi Fernando, you’re very welcome! It depends on what you mean by “to work”. If you have some clients you engage with, then I don’t think a Foreign LLC registration will be needed. However, if you have substantial business activities taking place in other states, have employees, a physical place of business, etc., then you’ll most likely need to register your Colorado LLC as a Foreign LLC in the additional states where it is doing business. Hope that helps.

  4. My husband and I formed an LLC several months ago in Colorado. We are trying to open a business back account and have been told we need an operating agreement. Are there any provisions that should be altered or can be removed from the template you provided?
    Thank you.

    • Hi Emily, this Operating Agreement is meant as a standardized template that anyone can use and modify how they’d like. It covers what you’d find in most Operating Agreement of similar page length. You can modify the Operating Agreement any way you’d like.

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Matt Horwitz founder of LLC University
Matt Horwitz
Founder & Educator
LLC University®