A Colorado LLC operating agreement is an agreement among the members of a limited liability company that sets out how the company is run. Under Colorado's LLC statute, it governs the rights, duties and relations among the managers, the members and the company.[1.1] This free template is built for a single-member LLC. Fill it out online with our form builder or download it as a PDF, Word or OpenDocument file.
Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current Colorado law. If you notice an error or outdated information, please contact us.
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Colorado's LLC statute, Section 7-80-108 of the Colorado Revised Statutes, explains what an operating agreement is. In general, an operating agreement governs the rights, duties, limitations, qualifications, and relations among the managers, the members, the members' assignees and transferees, and the limited liability company.[1.1] The members use it to set the company's own rules.
The statute also says the following about the agreement:
The statute states its aim in these words:
It is the intent of this article to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements.
In other words, the statute aims to give operating agreements maximum effect.
Read the duties clause before you sign. Duties that members or managers owe, including fiduciary duties, may be restricted or eliminated by provisions in the operating agreement. The statute allows this as long as the provision is not manifestly unreasonable.[1.1]
These rules are part of the Colorado Limited Liability Company Act, Article 80 of Title 7 of the Colorado Revised Statutes. Its definitions section, Section 7-80-102(11)(a), defines an operating agreement as any agreement of all of the members as to the affairs of a limited liability company and the conduct of its business.[1.3]
An operating agreement usually states who owns the company, how it is managed, and how profits are shared. Colorado's statute lets the members choose these terms, as long as they are consistent with law.[1.1] Most agreements cover the points below.
Putting these points in one document helps every member understand the company's goals, rights and responsibilities. Read each point carefully and ask a lawyer if something is unclear. Colorado law does not require the agreement to be signed or even written (Section 7-80-102(11)(a) of the Colorado Revised Statutes), so signing a written copy is good practice, not a legal duty. Every member may inspect and copy any written operating agreement the company keeps (Section 7-80-408(1)(d)).[1.5]
This form is written for a single-member LLC, a company with one owner. If your company has more than one owner, use the multi-member LLC operating agreement instead. It also sets each owner's share and how profits and losses are divided.
You can also browse the LLC operating agreement templates for other states.
This Colorado LLC operating agreement form has 15 pages and is written for a single-member LLC. Fill it out online with our form builder, or download the PDF and complete it with our PDF editor. The steps below follow the form from the first page to the last schedule.
The form asks for the date your articles of organization were filed. In Colorado, an LLC is formed by delivering articles of organization to the Secretary of State. The articles must state, among other things, the company's name, its principal office address, its registered agent, and the true name and mailing address of each person forming it (Section 7-80-204(1)).[1.6]
The company name must not contain any term whose inclusion would violate a Colorado statute, and it must be distinguishable on the Secretary of State's records from other entity names and reserved names (Section 7-90-601).[1.7]
An operating agreement is the agreement that sets the rules for a limited liability company. In general, it governs the rights, duties, limitations, qualifications, and relations among the managers, the members, the members' assignees and transferees, and the limited liability company.[1.1]
Yes. Colorado's LLC statute states its intent to give the maximum effect to the principle of freedom of contract and to the enforceability of operating agreements. The members can choose their own terms, as long as the provisions are consistent with law.[1.1]
Our form builder gives you a starting point that you can customize for your company.
The default rules of Colorado's LLC statute apply to whatever the operating agreement does not cover. The statute says that, to the extent the operating agreement does not otherwise provide, the LLC article controls.[1.2]
Writing your own terms lets the members decide those points instead of leaving them to the default rules.[1.1]
For the operating agreement, Colorado's LLC statute sets out a few points. The company is bound by any operating agreement of its members.[1.1]
This page focuses on the operating agreement. For the formation filings themselves, check the Colorado Secretary of State's website.
Popular Local Operating Agreement Forms
An LLC Operating Agreement details the operating principles of a Limited Liability Company. This instrument outlines the regular operations and what will happen if a conflict develops or a member needs to retire. Take a look at some of the more asked operating agreement documents.
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General information, not legal or tax advice.
