Colorado Revised Statutes

Colo. Rev. Stat. § 7-80-705 (2026)

Liability of members and managers

✓ current as of July 2026

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Members and managers of limited liability companies are not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company.

Source: L. 90: Entire article added, p. 434, § 1, effective April 18.

Notes of Decisions

Cited in 11 cases (3 in the last 5 years), 1998–2025 · leading case: Griffith v. SSC Pueblo Belmont Operating Co., 2016 CO 60 (Colo. 2016).

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Griffith v. SSC Pueblo Belmont Operating Co., 2016 CO 60 (Colo. 2016). · cites it 2× “(citing § 7-80-705, C.R.S. (2016)). “Insulation from individual liability is an inherent purpose of incorporation; only extraordinary circumstances justify disregarding the corporate entity to impose personal liability.”

Dill v. Rembrandt Grp., Inc, 2020 COA 69 (Colo. Ct. App. 2020). · cites it 2× “§ 7-80-705, C.R.S. 2019; Griffith, ¶ 11. Indeed, the corporate veil fiction “isolates ‘the actions, profits, and debts of the corporation from the individuals who invest in and run the entity[,]’ [and] [o]nly extraordinary circumstances justify disregarding the corporate entity…”

Sheffield Servs. Co. v. Trowbridge, 211 P.3d 714 (Colo. Ct. App. 2009). · cites it 2× “§ 7-80-705, C.R.S.2008; Water, Waste & Land, Inc.”

Paquet v. Smith, 854 F. Supp. 2d 1003 (D. Colo. 2012). · cites it 4× “3d at 406 ; Colo.Rev.Stat. § 7-80-705 (2010) (“Members and managers of limited liability companies are not liable under a judgment, decree, or order of a court, or in any other manner, for a debt, obligation, or liability of the limited liability company.”

Props. Dev. Corp. v. Hinds, 2019 COA 102 (Colo. Ct. App. 2019). “2018 (distinguishing members — who have ownership interest in an LLC — from managers — who do not have ownership interest unless they are also members); cf.”

Bd. of Cnty. Commissions v. Park Cnty. Sportsmen's Ranch, LLP, 271 P.3d 562 (Colo. Ct. App. 2011). · cites it 2× “See § 7-80-705, C.R.S8.2011. Nor do plaintiffs assert that PCSR can be disregarded as a separate entity.”

Water, Waste & Land, Inc. v. Lanham, 955 P.2d 997 (Colo. 1998). · cites it 2× “Section 7-80-705 provides: Liability of members and managers.”

List Interactive, Ltd. v. Knights of Columbus, 303 F. Supp. 3d 1065 (D. Colo. 2018). “It asserts that "the members of a limited liability company are not personally liable for the acts of a company" under Colorado Revised Statute § 7-80-705, and that the Knights of Columbus have pled no facts to "pierce the corporate veil" as required to hold individuals liable…”

Floyd Nelson v. Encompass PAHS Rehab. Hosp., LLC d/b/a Encompass Health Rehab. Hosp. of Littleton Rule Made Absolute en banc Just. BERKENKOTTER delivered the Opinion of the Court, in which CHIEF Just. BOATRIGHT Just. MÁRQUEZ Just. HOOD Just. GABRIEL, 2023 CO 1 (Colo. 2023). · cites it 2× “§ 7-80-705, C.R.S. (2022). We have also previously made clear that LLCs created under the Act, like corporations, are “separate from the members that own the entity.”

Pennington v. Go In Pro (Colo. Ct. App. 2025). “§ 7-80-705, C.R.S. 2024. However, in “extraordinary circumstances” a court may pierce the corporate veil to impose personal liability on the LLC’s members.”

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