Colorado LLC structure and cost: a modern series statute, no transfer tax, and a ski-town trap most owners never see

Colorado does two things on the structure side that set it apart from the states around it. It is one of the few states with a modern series-LLC statute, so a Colorado owner can isolate multiple properties inside a single entity in a way that Pennsylvania, Michigan, Arizona, and Washington do not allow at all. And its constitution bans real estate transfer taxes, so moving property by deed costs almost nothing across the state. The catch on the second point is geographic: a dozen mountain resort towns kept transfer taxes that predate the ban, and in Telluride or Crested Butte that tax is 3% of the price. Take the series statute first, because it is the genuinely modern feature.

The series LLC Colorado actually has

Most states in this series do not authorize a series LLC. Colorado does, and it used the current model.

Colorado is one of the few states with a modern protected-series statute, so one LLC can hold multiple properties in walled-off series.

Colorado adopted the Uniform Protected Series Act, C.R.S. § 7-80-1201 and following, effective January 1, 2021. A protected series lets a single Colorado LLC establish internal series, each holding its own assets, with the goal that a creditor of one series cannot reach the assets of another. This is the cleaner, newer version of the series concept, not the older Delaware-style series statute, and Colorado is among a minority of states to offer it. For an owner with several properties, it is a real alternative to forming a separate LLC for each, with lower formation and maintenance cost. The trade-off is proof: the protected-series shields are new, and how a court, especially an out-of-state court, will treat the walls between series has not been tested much. The series LLC guide covers the form’s promise and its untested edges, and the honest advice for a Colorado series is to treat the inter-series walls as strong on paper and unproven in litigation.

The transfer tax that the constitution forbids

On moving real estate, Colorado is close to free, and the reason is constitutional.

A 1992 constitutional amendment froze real estate transfer taxes and bars any new ones, so moving property statewide costs only a negligible documentary fee.

Colorado’s Taxpayer’s Bill of Rights, the constitutional amendment voters passed in 1992, froze all real estate transfer taxes and prohibits any new ones. So there is no state real estate transfer tax, and there cannot be one without another constitutional amendment. What remains statewide is a documentary fee under C.R.S. § 39-13-102 of one cent per $100 of consideration, which is 0.01%, or $50 on a $500,000 sale, with no fee at all below $500. Compared to Pennsylvania’s roughly 2% or Washington’s graduated tax up to 3%, that is nothing. Contributing property into an LLC, restructuring ownership, and moving entities carry essentially no state-level transfer cost in Colorado, the same low-friction posture as Arizona.

The exception is the one that catches resort-area buyers.

A dozen grandfathered mountain towns keep their own transfer taxes, running from 1% to 3% of the sale price.

The 1992 amendment barred new transfer taxes but did not repeal the ones that already existed, so about a dozen home-rule resort towns kept theirs. Telluride and Crested Butte charge 3%, Avon 2%, Aspen 1.5%, and Vail, Breckenridge, Frisco, Winter Park, and Snowmass Village 1%, among others. These are the only transfer taxes in Colorado, and they apply only within those town limits, but where they apply they are often the largest single closing cost, and they usually fall on the buyer. Anyone buying or moving property held in an LLC in one of these towns needs to check the local rate before closing, because the statewide “no transfer tax” rule does not reach them. Note one limit on the analogy to Washington: Colorado has no statewide controlling-interest transfer tax, so selling the entity that owns the property does not trigger a state transfer tax the way it does in Washington, since there is no state transfer tax to trigger.

What the public record shows

Colorado offers real privacy at formation, with one predictable leak.

Colorado’s articles require an organizer and a registered agent but not a member roster, so ownership can stay off the public formation record.

Under C.R.S. § 7-80-204, the Articles of Organization filed with the Secretary of State must name the person forming the LLC, the registered agent, the principal office, and whether the company is member-managed or manager-managed, but they do not require a list of members. So a member can stay off the public formation record by having a third-party organizer file and a commercial registered agent serve, which puts Colorado ahead of a full-disclosure state like Arizona for privacy. It is not Wyoming or New Mexico, where no owner name is ever required, and the leak is predictable: a member who acts as their own organizer or registered agent appears on the record, and the LLC must still keep an internal member list, which is private but discoverable in litigation. The anonymous LLC guide covers the layered structures, often a Wyoming or New Mexico holding entity as the member, that turn Colorado’s moderate privacy into real anonymity.

State tax on the LLC

Colorado’s tax picture is simple and light.

Colorado taxes pass-through income at a flat 4.4% and charges no franchise tax.

A pass-through Colorado LLC pays no franchise tax, and its income lands on the members at Colorado’s flat 4.4% individual rate, which the state reduces temporarily in years it runs a surplus under its Taxpayer’s Bill of Rights, so the effective rate in a given year can be slightly lower; confirm the current year’s rate. An LLC electing C-corporation treatment pays the flat 4.4% corporate rate instead. Colorado has offered an elective pass-through entity tax under its SALT Parity Act, but that election was tied to the federal SALT deduction cap, and its availability depends on current federal law, so confirm it against Department of Revenue guidance before relying on it. The filing page covers formation and the periodic report.

The bottom line

Colorado is one of the few states with a modern protected-series statute under C.R.S. § 7-80-1201, so one LLC can wall off multiple properties, though the inter-series shields are new and lightly tested.

A 1992 constitutional amendment bars real estate transfer taxes, so moving property statewide costs only a 0.01% documentary fee.

A dozen grandfathered resort towns keep transfer taxes from 1% to 3%, the only ones in the state, and they usually fall on the buyer.

Ownership can stay off the public formation record because the articles require an organizer and agent but not a member roster, short of true Wyoming-style anonymity.

Colorado taxes pass-through income at a flat 4.4% with temporary surplus-year reductions and charges no franchise tax.

What this page does not cover

This page is about where the entity lives and what it costs to hold and move. How creditors reach a member’s interest, the foreclosable charging order, and the Albright single-member problem are on the protection page. The default governance rules, including the distribution default that follows contributions, are on the governance page. The formation fee, the online-only filing, and the periodic report are on the filing page.

Last verified August 2026.