(1) A dissolved limited liability company continues its existence as a limited liability company but shall not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:
(a) Collecting its assets;
(b) Disposing of its properties that will not be distributed in kind to its members;
(c) Discharging or making provision for discharging its liabilities;
(d) Distributing its remaining property among its members; and
(e) Doing every other act necessary to wind up and liquidate its business and affairs.
(2) A dissolved limited liability company may dispose of claims against it pursuant to sections 7-90-911 and 7-90-912.
Source: L. 2003: Entire part R&RE, p. 2269, § 192, effective July 1, 2004. L. 2006: (2) added, p. 863, § 35, effective July 1.
Editor's note: This section is similar to former § 8-80-807 as it existed prior to 2004.
Notes of Decisions
Cited in
5
cases (
1 in the last 5 years), 2005–2021 · leading case:
Gagne v. Gagne, 2019 COA 42 (Colo. Ct. App. 2019).
Gagne v. Gagne, 2019 COA 42 (Colo. Ct. App. 2019).
· cites it 3× “• Nothing in the Act, and section 7-80-803 in particular, supports Paula’s argument that an in-kind distribution can’t be ordered through a 1031 exchange.”
LaFond v. Sweeney, 2015 CO 3 (Colo. 2015).
· cites it 4× “business may preserve the business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle disputes, settle and close the [LLC's] business, dispose of and transfer the [LLC's]…”
Schneider v. Cate, 405 F. Supp. 2d 1254 (D. Colo. 2005).
· cites it 4× “” C.R.S. § 7-80-803(1) (2004). This document does not distribute LLC assets among its members, which is a valid winding up function, C.”
Chicago Trust Co. v. Brierton, 2020 IL App (1st) 191769-U (Ill. App. Ct. 2020).
“” Colo. Rev. Stat. § 7-80-803 (West 2018). ¶ 39 Defendants rely on the federal district court case of Schneider v.”
John Matthew Ikalowych (Bankr.D. Colo. 2021).
“§ 7-80-803. In any event, both before and after the Petition Date, the Debtor has been engaged in the Wind Down Work, including: interacting with lenders and a landlord; helping cleanup and turnover lease premises; assisting with payroll; dealing with tax accountants and tax…”
— Colo. Rev. Stat. § 7-80-803(1) — 2 cases
Gagne v. Gagne, 2019 COA 42 (Colo. Ct. App. 2019).
“• Nothing in the Act, and section 7-80-803 in particular, supports Paula’s argument that an in-kind distribution can’t be ordered through a 1031 exchange.”
Schneider v. Cate, 405 F. Supp. 2d 1254 (D. Colo. 2005).
“” C.R.S. § 7-80-803(1) (2004). This document does not distribute LLC assets among its members, which is a valid winding up function, C.”
— Colo. Rev. Stat. § 7-80-803(1)(d) — 1 case
LaFond v. Sweeney, 2015 CO 3 (Colo. 2015).
“business may preserve the business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle disputes, settle and close the [LLC's] business, dispose of and transfer the [LLC's]…”
— Colo. Rev. Stat. § 7-80-803(1)(e) — 1 case
LaFond v. Sweeney, 2015 CO 3 (Colo. 2015).
“business may preserve the business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle disputes, settle and close the [LLC's] business, dispose of and transfer the [LLC's]…”
— Colo. Rev. Stat. § 7-80-803(l)(d) — 1 case
Schneider v. Cate, 405 F. Supp. 2d 1254 (D. Colo. 2005).
“” C.R.S. § 7-80-803(1) (2004). This document does not distribute LLC assets among its members, which is a valid winding up function, C.”
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