Colorado Revised Statutes

Colo. Rev. Stat. § 7-80-405 (2026)

Members and managers as agents of the limited liability company

✓ current as of July 2026

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(1) If the articles of organization provide that management of the limited liability company is vested in one or more managers:

(a) A member is not an agent of the limited liability company and has no authority to bind the limited liability company solely by virtue of being a member; and

(b) Each manager is an agent of the limited liability company for the purposes of its business and an act of a manager, including the execution of an instrument in the name of the limited liability company, for apparently carrying on in the ordinary course the business of the limited liability company or business of the kind carried on by the limited liability company binds the limited liability company, unless the manager had no authority to act for the limited liability company in the particular matter and the person with whom the manager was dealing had notice that the manager lacked authority.

(2) If the articles of organization provide that management of the limited liability company is vested in the members, each member is an agent of the limited liability company for the purposes of its business and an act of a member, including the execution of an instrument in the name of the limited liability company, for apparently carrying on in the ordinary course the business of the limited liability company or business of the kind carried on by the limited liability company binds the limited liability company, unless the member had no authority to act for the limited liability company in the particular matter and the person with whom the member was dealing had notice that the member lacked authority.

Source: L. 2004: Entire part R&RE, p. 940, § 6, effective July 1. L. 2006: Entire section amended, p. 858, § 25, effective July 1.

7-80-406. Business transactions of member or manager with the limited liability company. (Repealed) Source: L. 2004: Entire part R&RE, p. 940, § 6, effective July 1. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.

Editor's note: This section was similar to former § 7-80-409 as it existed prior to 2004.

Notes of Decisions

Cited in 4 cases (2 in the last 5 years), 2003–2025 · leading case: Weston v. T & T, LLC, 271 P.3d 552 (Colo. Ct. App. 2011).

Sort: Relevance Newest Treatment

Weston v. T & T, LLC, 271 P.3d 552 (Colo. Ct. App. 2011). · cites it 3× “Section 7-80-405(1), C.R.S.2010, states: If the articles of organization provide that management of the limited liability company is vested in one or more managers: [[Image here]] (b) Each manager is an agent of the limited liability company for the purposes of its business and…”

In Re Albright, 291 B.R. 538 (Bankr.D. Colo. 2003). “…or a bankruptcy trustee with recourse. 11 U.S.C. §§ 544 (b)(1) and 548(a). 10 . See Colo.Rev.Stat. § 7-80-402 and § 7-80-405.”

John Matthew Ikalowych (Bankr.D. Colo. 2021). “§ 7-80-405(1)(b). If Hailco is dissolved, the Debtor may also have additional obligations.”

Allstate Ins. Co. v. Cruz (D. Colo. 2025). “§ 7-80-405 (defining when a limited liability company’s members and managers act as its agents).”

— Colo. Rev. Stat. § 7-80-405(1) — 1 case

Weston v. T & T, LLC, 271 P.3d 552 (Colo. Ct. App. 2011). “Section 7-80-405(1), C.R.S.2010, states: If the articles of organization provide that management of the limited liability company is vested in one or more managers: [[Image here]] (b) Each manager is an agent of the limited liability company for the purposes of its business and…”

— Colo. Rev. Stat. § 7-80-405(1)(b) — 1 case

John Matthew Ikalowych (Bankr.D. Colo. 2021). “§ 7-80-405(1)(b). If Hailco is dissolved, the Debtor may also have additional obligations.”

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