Colorado Revised Statutes

Colo. Rev. Stat. § 7-80-502 (2026)

Liability for contributions

✓ current as of July 2026
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(1) A member is obligated to the limited liability company to perform any enforceable promise to contribute cash or property or to perform services, even if the member is unable to perform because of death, disability, or any other reason. If a member does not make the required contribution of property or services, the member is obligated at the option of the limited liability company to contribute cash equal to that portion of the value, as stated in the limited liability records required to be kept by section 7-80-408, of such contribution that has not been made.

(2) The obligation of a member to make a contribution or return money or other property paid or distributed in violation of this article may be compromised only by consent in writing of all the members. Notwithstanding the compromise, a creditor of a limited liability company who extends credit or otherwise acts in reliance on the original obligation may enforce the original obligation.

(3) No promise by a member to contribute to the limited liability company is enforceable unless set out in a writing signed by the member.

Source: L. 90: Entire article added, p. 431, § 1, effective April 18. L. 94: (1) and (2) amended, p. 716, § 18, effective July 1. L. 2004: (1) amended, p. 942, § 8, effective July 1.

Notes of Decisions
Cited in 2 cases, 2003–2013 · leading case: In Re Albright, 291 B.R. 538 (Bankr.D. Colo. 2003).
In Re Albright, 291 B.R. 538 (Bankr.D. Colo. 2003). · cites it 2× “The substituted member has all the rights and powers and is subject to all the restrictions and liabilities of his assignor; except that the substitution of the assignee does not release the assignor from liability to the limited liability company under section 7-80-502. 6 .…”
Weinstein v. Colborne Foodbotics, LLC, 302 P.3d 263 (Colo. 2013). “§ 7-80-502(2). A court may charge the membership interest of an LLC member with payment of the unsatisfied amount of a judgment to a creditor.”
Colo. Rev. Stat. § 7-80-502(2): 1 case
Weinstein v. Colborne Foodbotics, LLC, 302 P.3d 263 (Colo. 2013). “§ 7-80-502(2). A court may charge the membership interest of an LLC member with payment of the unsatisfied amount of a judgment to a creditor.”
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