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If you are forming a Colorado LLC and wonder whether the state wants your operating agreement, the answer from the pages we read is no. The Secretary of State's fee schedule lists the LLC filings: Articles of Organization at $50 online, amending or restating them at $25, and dissolving the LLC at $10. It lists no operating agreement filing. We did not quote the Colorado LLC act, so we do not claim a rule about whether the law requires one. For the filing itself, see our Colorado LLC guide.
Is the agreement the only place owners are named?
Very nearly. The Secretary of State states that business entities are not required to file information regarding owners, officers, directors, members or managers. The public record shows the identification number, status, principal office and registered agent. So nobody can look up your members on the state's site. If you want a written account of who owns what, it has to live in your own papers, and the operating agreement is the usual place.
That cuts both ways. Privacy is easier. Proof of ownership is harder, since a bank or a buyer will ask you for the document itself.
What should the agreement say, given Colorado's filings?
Link it to what the state sees.
- Name. The articles use your LLC's name with a Colorado designator, such as LLC. Copy the name exactly.
- Registered agent. Record who it is. The Colorado agent must consent, only one can be named, and an individual must be over 18 and live or work in Colorado. Changes cost $10 per filing. See the Colorado registered agent page.
- Periodic report. The report costs $25 online, and a $50 penalty applies if it is late. Name the member who files it and who pays.
- Report month. Note it from the Summary page so the person after you knows.
- Management. Say who may sign, borrow and bind the company.
- Money. Contributions, distributions, loans from members and how tax is handled.
- Exits and changes. How a member leaves, how a new one joins, and how the agreement itself changes.
What if you ignore the state calendar?
The state tracks only the entity, not the agreement. An LLC that misses its periodic report or has no registered agent on file becomes Noncompliant. After sixty days of that it can become Delinquent. A written agreement helps because it says whose job the report was. Fixing delinquency costs $100, so it pays to assign the task by name.
What will a bank or buyer see?
They can pull a Certificate of Good Standing, which is free online. The state issues one only when the status is Good Standing, and that status means the statutory filings have been met with the office, not that anyone checked the business. The certificate carries a confirmation number that others can use to validate it. It says nothing about members or who may sign. That is why they will still ask to see the agreement, along with an EIN letter.
Single member or several members?
A one owner company can use a short document. Start with the single member operating agreement guide. Two or more owners should be more detailed, because disagreement is where the paper matters. Use the multi member operating agreement guide.
Where do you get one?
Start from a template, then edit every line that does not fit your company.
Our free operating agreement template is a generic starting point. It is not legal advice. Have a Colorado lawyer read it if money, investors or a family business are involved.
To begin, use the start an LLC form.