CO Bar Business Organizations Flashcards

Under Colorado's Revised Uniform Limited Liability Company Act, absent contrary agreement, a member who dissociates from an LLC:

Answer: Is not entitled to a distribution upon dissociation and remains an economic interest holder

Under Colorado's LLC Act, a dissociating member does not automatically receive a payout; they retain an economic interest but lose governance rights unless the operating agreement provides otherwise.

A Colorado corporation's articles of incorporation must include all of the following EXCEPT:

Answer: The names and addresses of initial directors

Colorado's articles of incorporation require the corporate name, authorized shares, and registered agent address, but initial director information is not mandated in the articles (it may appear in bylaws or an initial report).

Under Colorado law, a close corporation election allows a corporation to:

Answer: Operate with greater informality and restrict share transfers among a small group of shareholders

A close corporation structure allows a small, closely held company to operate with fewer formalities and restrict share transferability, keeping ownership within a defined group.

In Colorado, which act governs the formation and governance of general partnerships?

Answer: Colorado Uniform Partnership Act (CUPA)

General partnerships in Colorado are governed by the Colorado Uniform Partnership Act, which tracks the Uniform Partnership Act (1997) and covers formation, authority, liability, and dissolution.

Under the Colorado Business Corporation Act, shareholders may take action without a meeting by:

Answer: Obtaining unanimous written consent of all shareholders entitled to vote, unless articles permit less than unanimous consent

Colorado allows shareholders to act by written consent without a meeting; by default this requires unanimous consent, though articles may authorize action by less than unanimous consent.

An officer of a Colorado corporation who acts within the scope of actual or apparent authority and within their job duties generally binds the corporation because they have:

Answer: Inherent authority as an agent of the corporation

Officers bind the corporation through actual, apparent, and inherent authority as agents; their authority flows from appointment and the customary powers of their office without needing specific board approval for each act.