selected statutes.

Colorado Statutes – Colorado Corporations and Associations Act; Art. 90

COLORADO CORPORATIONS AND ASSOCIATIONS ACT

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Colorado Corporations and Associations Act

Law reviews: For article, “House Bill 1489: Additional Steps To Simplify Colorado’s Business Entity Legislation”, see 30 Colo. Law. 29 (Jan. 2001); for article, “Colorado Choice of Form of Organization and Structure 2001”, see 30 Colo. Law. 11 (Oct. 2001); for article, “Entity and Trade Name Registration: 2001 Update”, see 30 Colo. Law. 81 (Oct. 2001); for article, “No Paper Required: Business Entity Legislation Makes Life Easier for Business Lawyers”, see 33 Colo. Law. 11 (June 2004); for article, “Conversion of Entities in Colorado”, see 33 Colo. Law. 11 (Nov. 2004); for article, “Entity and Trade Name Registration: 2004 Update”, see 34 Colo. Law. 11 (Jan. 2005); for article, “Entity and Trade Name Filing Requirements and Customs in Colorado–Part I”, see 41 Colo. Law. 57 (Nov. 2012); for article, “Entity and Trade Name Filing Requirements and Customs in Colorado–Part II”, see 41 Colo. Law. 25 (Dec. 2012).

PART 1

DEFINITIONS AND APPLICATION –

SPECIAL RULES

7-90-101. Short title. This article shall be known and may be cited as the “Colorado Corporations and Associations Act”.

Source: L. 97: Entire article added, p. 1506, § 21, effective June 3.

7-90-102. Definitions – repeal. [Editor’s note: This version of the introductory portion to this section is effective until July 1, 2020.] As used in this title, except as otherwise defined for the purpose of any section, subpart, part, or article of this title, or unless the context otherwise requires:

[Editor’s note: This version of the introductory portion to this section is effective July 1, 2020.] As used in this title 7, except as otherwise defined for the purpose of any section, subpart, part, or article of this title 7, or unless the context otherwise requires:

(1) “Address” means a mailing address or a street address.

(1.3) (Deleted by amendment, L. 2010, (HB 10-1403), ch. 404, p. 1995, § 12, effective August 11, 2010.)

(1.5) “Articles of association” means, with respect to a domestic limited partnership association, the articles of association as defined in the “Colorado Limited Partnership Association Act”, article 63 of this title. With respect to a foreign limited partnership association or partnership association, “articles of association” means the corresponding document filed with the jurisdiction under the law of which the limited partnership association is formed.

(2) “Articles of incorporation” means, with respect to:

(a) A domestic cooperative that is not a domestic limited cooperative association, a domestic corporation, or other domestic entity that is formed under or subject to the “Colorado Business Corporation Act”, articles 101 to 117 of this title, articles of incorporation as that term is used in the “Colorado Business Corporation Act”;

(b) A corporation formed under or subject to article 40 of this title, a certificate of incorporation as that term is used in article 40 of this title;

(c) A domestic cooperative, a domestic nonprofit corporation, or other domestic entity that is formed under or subject to the “Colorado Revised Nonprofit Corporation Act”, articles 121 to 137 of this title, articles of incorporation as that term is used in the “Colorado Revised Nonprofit Corporation Act”; and

(d) A foreign corporation or foreign nonprofit corporation, the corresponding document filed with the jurisdiction, under the law of which the corporation or nonprofit corporation is formed.

(3) “Articles of organization” means, with respect to:

(a) A domestic limited liability company, the articles of organization as defined in the “Colorado Limited Liability Company Act”, article 80 of this title;

(b) A foreign limited liability company, the corresponding document filed with the filing officer of the jurisdiction under the law of which the foreign limited liability company is formed; and

(c) A domestic limited cooperative association, the articles of organization as defined in the “Colorado Uniform Limited Cooperative Association Act”, article 58 of this title.

(3.3) “Assumed entity name” means an entity name assumed by a foreign entity pursuant to the provisions of section 7-90-603.

(3.5) (a) “Business development corporation” means a corporation incorporated under the “Colorado Business Development Corporation Act”, article 48 of this title.

(b) This subsection (3.5) is repealed, effective July 1, 2020.

(3.7) (Deleted by amendment, L. 2002, p. 1837, § 87, effective July 1, 2002; p. 1702, § 85, effective October 1, 2002.)

(3.8) [Editor’s note: Subsection (3.8) is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] “Commercial registered agent” means a registered agent who has filed the appropriate documentation with the secretary of state to become listed as a commercial registered agent pursuant to section 7-90-707.

(3.9) (Deleted by amendment, L. 2004, p. 1465, § 201, effective July 1, 2004.)

(4) “Constituent document” means a constituent filed document or a constituent operating document.

(5) “Constituent entity” means, with respect to a merger, each merging entity and the surviving entity; with respect to a conversion, the converting entity and the resulting entity; and, with respect to a share or equity capital exchange, each entity whose owner’s interests will be acquired and each entity acquiring those interests.

(6) “Constituent filed document” means the articles of incorporation, articles of organization, certificate of limited partnership, articles of association, statement of registration, or other document of similar import filed or recorded by or for an entity in the jurisdiction under the law of which the entity is formed, by which it is formed, or by which the entity obtains its status as an entity or the entity or any or all of its owners obtain the attribute of limited liability. Where a constituent filed document has been amended or restated, “constituent filed document” means the constituent filed document as last amended or restated.

(7) “Constituent operating document” means articles of incorporation, operating agreement, or partnership agreement, and bylaws of a corporation, nonprofit corporation, cooperative, or limited partnership association.

(8) “Converting entity” means the entity that converts into a resulting entity pursuant to section 7-90-201.

(9) “Cooperative” means a domestic cooperative or a foreign cooperative.

(9.5) (a) “Cooperative housing corporation” means a corporation formed pursuant to article 33.5 of title 38, C.R.S.

(b) This subsection (9.5) is repealed, effective July 1, 2020.

(10) “Corporation” means a domestic corporation or a foreign corporation.

(10.3) “Delinquent entity” means an entity that has been declared delinquent pursuant to section 7-90-902 and that has not cured its delinquency.

(10.5) “Deliver” includes mail; except that delivery to the secretary of state means actual receipt by the secretary of state. “Deliver” to any person by the secretary of state includes delivery or mail to the registered agent address of the person’s registered agent, or to the principal office address of the person, unless otherwise specified in section 7-90-902 or by an organic statute other than this article. “Deliver” by the secretary of state to a person that has neither a principal office address nor a registered agent address includes delivery to the address that such person may have provided to the secretary of state for such purpose, unless otherwise specified by an organic statute other than this article.

(11) “Domestic cooperative” means an entity formed under article 55 of this title; an entity formed under the “Colorado Cooperative Act”, article 56 of this title; an entity formed under the “Colorado Uniform Limited Cooperative Association Act”, article 58 of this title; or an entity formed under any other act of the state of Colorado that has elected to be subject to the “Colorado Cooperative Act”.

(11.5) (Deleted by amendment, L. 2003, p. 2276, § 194, effective July 1, 2004.)

(12) “Domestic corporation” means a corporation formed under or subject to the “Colorado Business Corporation Act”, articles 101 to 117 of this title.

(13) “Domestic entity” means a domestic corporation, a domestic general partnership, a domestic cooperative, a domestic limited liability company, a domestic limited partnership, a domestic limited partnership association, a domestic nonprofit association, a domestic nonprofit corporation, or any other organization or association that is formed under a statute or common law of this state or as to which the law of this state governs relations among the owners and between the owners and the organization or association and that is recognized under the law of this state as a separate legal entity.

(13.5) “Domestic entity name” means the name of a domestic entity as stated in the entity’s constituent filed document or as changed pursuant to section 7-90-601.5 or 7-90-601.6.

(14) “Domestic general partnership” means a partnership as defined in the “Uniform Partnership Law”, article 60 of this title, or as defined in the “Colorado Uniform Partnership Act (1997)”, article 64 of this title if, in either case, the law of this state governs relations among the partners and between the partners and the partnership. The term includes a limited liability partnership as defined in the “Uniform Partnership Law”, article 60 of this title, or as defined in the “Colorado Uniform Partnership Act (1997)”, article 64 of this title.

(14.5) “Domestic limited cooperative association” means a limited cooperative association formed under or subject to the “Colorado Uniform Limited Cooperative Association Act”, article 58 of this title.

(15) “Domestic limited liability company” means a limited liability company formed under the “Colorado Limited Liability Company Act”, article 80 of this title.

(15.3) “Domestic limited liability limited partnership” means a domestic limited partnership that is registered as a limited liability limited partnership under section 7-60-144 or 7-64-1002.

(15.5) “Domestic limited liability partnership” means a domestic general partnership that is a limited liability partnership as defined in the “Uniform Partnership Law”, article 60 of this title, or as defined in the “Colorado Uniform Partnership Act (1997)”, article 64 of this title.

(16) “Domestic limited partnership” means a limited partnership as defined in the “Uniform Limited Partnership Law of 1931”, article 61 of this title, or as defined in the “Colorado Uniform Limited Partnership Act of 1981”, article 62 of this title. The term includes a limited partnership that is a limited liability limited partnership.

(17) “Domestic limited partnership association” means a limited partnership association formed under the “Colorado Limited Partnership Association Act”, article 63 of this title.

(18) “Domestic nonprofit association” means a nonprofit association as defined in the “Uniform Unincorporated Nonprofit Association Act”, article 30 of this title.

(19) “Domestic nonprofit corporation” means a corporation formed under or subject to article 40 of this title or the “Colorado Revised Nonprofit Corporation Act”, articles 121 to 137 of this title.

(19.3) (Deleted by amendment, L. 2004, p. 1465, § 201, effective July 1, 2004.)

(19.5) “Effective date”, when referring to a document filed by the secretary of state, means the time and date determined in accordance with section 7-90-304.

(19.7) “Effective date of dissolution of an entity” means, with respect to any domestic entity other than a general partnership that was a reporting entity before dissolution, the earlier of the effective date of the entity’s articles of dissolution or statement of dissolution or the date as shown by the records of the secretary of state on which the entity was administratively or judicially dissolved.

(20) “Entity” means a domestic entity or a foreign entity.

(20.5) “Entity name” means a domestic entity name or a foreign entity name.

(20.6) “Fee” means a fee determined and collected by the secretary of state as provided in section 24-21-104, C.R.S., and includes a fee imposed as a penalty for a late filing or otherwise.

(20.7) “Filed document” means any document filed by the secretary of state pursuant to this title, whether or not effective.

(21) “Foreign cooperative” means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic cooperative.

(21.5) (Deleted by amendment, L. 2003, p. 2276, § 194, effective July 1, 2004.)

(22) “Foreign corporation” means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic corporation.

(23) “Foreign entity” means a foreign corporation, a foreign cooperative, a foreign general partnership, a foreign limited liability partnership, a foreign limited liability company, a foreign limited partnership, a foreign limited liability limited partnership, a foreign limited partnership association, a foreign nonprofit association, a foreign nonprofit corporation, or any other organization or association that is formed under a statute or common law of a jurisdiction other than this state or as to which the law of a jurisdiction other than this state governs relations among the owners and between the owners and the organization or association and is recognized under the law of such jurisdiction as a separate legal entity.

(23.3) “Foreign entity name” means:

(a) The name of a foreign entity under which it is authorized to transact business or conduct activities in this state, whether such name is its true name or an assumed entity name, as such name may be changed pursuant to section 7-90-601.6; or

(b) As to a foreign entity that is not authorized to transact business or conduct activities in this state but that has registered its true name pursuant to section 7-90-604, that true name.

(23.5) “Foreign general partnership” means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic general partnership.

(23.7) “Foreign limited cooperative association” means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited cooperative association.

(24) “Foreign limited liability company” means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited liability company.

(24.3) “Foreign limited liability limited partnership” means an entity that is functionally equivalent to a domestic limited liability limited partnership and is formed under the law of a jurisdiction other than this state or as to which the law of a jurisdiction other than this state governs relations among the owners and between the owners and the entity and is recognized under the law of this state as a separate legal entity.

(24.5) “Foreign limited liability partnership” means an entity that is functionally equivalent to a domestic limited liability partnership and is formed under the law of a jurisdiction other than this state or as to which the law of a jurisdiction other than this state governs relations among the owners and between the owners and the entity and is recognized under the law of this state as a separate legal entity.

(25) “Foreign limited partnership” means a partnership formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited partnership.

(26) “Foreign limited partnership association” means a limited partnership association formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic limited partnership association.

(27) (Deleted by amendment, L. 2000, p. 959, § 44, effective July 1, 2000.)

(28) “Foreign nonprofit association” means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic nonprofit association.

(29) “Foreign nonprofit corporation” means an entity formed under the law of a jurisdiction other than this state that is functionally equivalent to a domestic nonprofit corporation.

(29.3) (Deleted by amendment, L. 2004, p. 1465, § 201, effective July 1, 2004.)

(29.5) “Formed” includes incorporated, created, and organized, and each of the terms includes the others as the context may require. With respect to an entity that was initially formed under the law of one jurisdiction and, by merger, conversion, consolidation, redomestication, or other action, is treated, after such action, according to the law of the jurisdiction under which it was initially formed, as having been formed under the law of a second jurisdiction, the entity shall be considered to have been formed under the law of the second jurisdiction for purposes of this title.

(30) “General partner” means a partner in a general partnership and a general partner in a limited partnership.

(31) “General partnership” means a domestic general partnership or a foreign general partnership.

(31.1) “Health care coverage cooperative” shall have the same meaning as set forth in section 10-16-1002 (2), C.R.S., or a successor statute.

(31.3) “Include” or its variants, when used in reference to any definition or list, indicates that the definition or list is partial and not exclusive.

(31.5) “Individual” means a natural person.

(31.7) “Jurisdiction” includes the United States, a state of the United States, a foreign country or other foreign governmental authority, and any agency, instrumentality, or subdivision thereof.

(32) “Limited liability company” means a domestic limited liability company or a foreign limited liability company.

(32.5) “Limited liability limited partnership” means a domestic limited liability limited partnership or a foreign limited liability limited partnership.

(32.7) “Limited liability partnership” means a domestic limited liability partnership or a foreign limited liability partnership.

(33) “Limited partner” means a limited partner in a limited partnership.

(34) “Limited partnership” means a domestic limited partnership or a foreign limited partnership.

(35) “Limited partnership association” means a domestic limited partnership association or a foreign limited partnership association.

(35.5) “Mail” means deposit in the United States mail, properly addressed, first class postage prepaid, and includes registered, certified, express, or priority mail for which the proper fee has been paid.

(35.6) “Mailing address” means, with respect to any person, a physical location to which mail for such person may be delivered, which physical location shall be described by its street name and number or post office box number, city, state, and (if not the United States) country, and the postal code, if any, for delivery of mail to the location. If the person has no post office box and, by reason of rural location or otherwise, a street name and number, city, or town does not exist, “mailing address” shall mean an appropriate description fixing as nearly as possible the actual physical location to which mail for that person is delivered, but, for all locations in the United States, the county or parish and, if any, the rural free delivery route and the United States postal code shall be included.

(35.7) “Manager” means:

(a) A member of a limited liability company in which management is not vested in managers rather than members;

(b) A manager of a limited liability company in which management is vested in managers rather than members;

(d) A manager of a limited partnership association in which management is vested in managers rather than members;

(e) A general partner;

(f) An officer or director of a corporation, a nonprofit corporation, a cooperative, or a limited partnership association; or

(g) Any person whose position with respect to an entity, as determined under the constituent documents and organic statutes of the entity, without regard to the person’s title, is the functional equivalent of any of the positions described in paragraphs (a) to (f) of this subsection (35.7).

(35.9) “Means” denotes an exhaustive definition or list.

(36) “Member” means:

(a) A member of a cooperative;

(a.5) A member of a limited cooperative association as defined in section 7-58-102;

(b) A member of a nonprofit association;

(d) In the case of a nonprofit corporation with one or more classes of voting members, a voting member of a nonprofit corporation; or

(e) In the case of a nonprofit corporation with no voting members, a director of a nonprofit corporation.

(37) “Merging entity” means any entity that merges into a surviving entity pursuant to section 7-90-203 or pursuant to the organic statutes other than this article.

(38) “Nonprofit association” means a domestic nonprofit association or a foreign nonprofit association.

(39) “Nonprofit corporation” means a domestic nonprofit corporation or a foreign nonprofit corporation.

(40) “Nonprofit entity” means a nonprofit corporation or a nonprofit association.

(40.5) “Obligation” means any debt, obligation, duty, or liability whether sounding in tort, contract, or otherwise.

(40.7) “On file in the records of the secretary of state”, “on file in the office of the secretary of state”, and “on file with the secretary of state”, with reference to a document, means that the document has been filed by the secretary of state and has become effective pursuant to section 7-90-304 or otherwise pursuant to law and that, subsequent to the commencement of the document’s effectiveness, no action has been taken, or omission has occurred, that has caused the document to become ineffective or to be superseded in effect.

(41) “Operating agreement” means the operating agreement of a domestic limited liability company or the functionally equivalent document of a foreign limited liability company.

(42) “Organic statutes” means, with respect to any entity:

(a) This article;

(b) The statute, whether of this state or of another jurisdiction, under which the entity is formed; and

(c) All other statutes of this state or such other jurisdiction that govern the organization and internal affairs of the entity.

(43) “Owner” means a shareholder of a corporation, a member, a partner, or a person having an interest in any other entity that is functionally equivalent to an owner’s interest.

(44) “Owner’s interest” means the shares of stock in a corporation, a membership in a nonprofit corporation, a membership interest in a limited liability company, the interest of a member in a cooperative or in a limited cooperative association, a partnership interest in a limited partnership, a partnership interest in a partnership, and the interest of a member in a limited partnership association.

(45) “Partner” means a general partner and a limited partner.

(46) “Partnership” means a domestic general partnership, a foreign general partnership, a domestic limited partnership, or a foreign limited partnership.

(47) “Partnership agreement” means the partnership agreement of a domestic general partnership or a domestic limited partnership, or the functional equivalent for a foreign general partnership or a foreign limited partnership.

(47.1) (Deleted by amendment, L. 2000, p. 959, § 44, effective July 1, 2000.)

(48) (Deleted by amendment, L. 2003, p. 2276, § 194, effective July 1, 2004.)

(48.5) “Periodic report” means the report required by section 7-90-501.

(49) “Person” means an individual, an estate, a trust, an entity, or a state or other jurisdiction.

(50) “Primary constituent documents” means articles of incorporation with respect to a corporation and constituent documents with respect to other entities.

(50.5) (a) “Principal address” means principal office address or, for a person that has no principal office address, the street address of the person’s usual place of business in this state if it has one, the street address of the person’s residence in this state if it has one but has no principal place of business in this state, the street address of the person’s usual place of business outside this state if it has one but has no usual place of business or residence in this state, or the street address of the person’s residence outside this state if it has one but has no principal place of business anywhere and no residence in this state.

(b) In each case enumerated in paragraph (a) of this subsection (50.5), for a person that has no principal office address, “principal address” means the mailing address of the person if it is different from the address determined pursuant to paragraph (a) of this subsection (50.5).

(51) “Principal office” means the office of an entity located at the principal office address of the entity.

(51.5) “Principal office address” means the street address and, if different, the mailing address inside or outside this state, that has been stated by or for an entity to be the principal office address of the entity in the first filed document, in which document the entity or another person has been required, by a provision of this title or by a form or cover sheet the use of which is required by the secretary of state, to state the entity’s principal office address; or, if the entity’s principal office address has been changed pursuant to section 7-90-705, the principal office address of the entity as last so changed.

(52) “Proceeding” includes a civil suit, arbitration, or mediation and a criminal, administrative, or investigatory action.

(53) “Provider network” means an entity created pursuant to part 3 of article 18 of title 6, C.R.S., or any functionally equivalent entity formed under any subsequently enacted statute of this state.

(54) “Receive”, when used in reference to receipt of a writing or other document by an entity, means that the entity actually obtains the writing or other document.

(55) [Editor’s note: This version of subsection (55) is effective until ninety days following certification by the secretary of state. (See the editor’s note following this section.)] “Registered agent” means the registered agent required to be maintained by an entity pursuant to part 7 of this article or appointed pursuant to article 70 of this title.

(55) [Editor’s note: This version of subsection (55) is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] “Registered agent” means the registered agent required to be maintained by an entity pursuant to part 7 of this article or appointed pursuant to article 70 of this title. “Registered agent” includes a commercial registered agent.

(56) “Registered agent address” means the street address and, if different, the mailing address of the registered agent’s primary residence in this state or usual place of business in this state if the registered agent is an individual, or of the registered agent’s usual place of business in this state if the registered agent is an entity.

(56.5) “Registered agent name” means, with respect to a registered agent who is an individual or a domestic entity, the true name of the registered agent and, with respect to a registered agent that is a foreign entity, the foreign entity name of the foreign entity.

(57) (Deleted by amendment, L. 2004, p. 1465, § 201, effective July 1, 2004.)

(58) “Reporting entity” means any domestic entity as to which a constituent filed document is on file in the records of the secretary of state other than a domestic limited partnership that is not a reporting limited partnership and any foreign entity authorized to transact business or conduct activities in this state. An entity ceases to be a reporting entity upon the dissolution of the entity, the entity becoming delinquent, the relinquishment of the entity’s authority to transact business or conduct activities in this state, or, if the entity is a limited liability partnership or a limited liability limited partnership that is not a reporting limited partnership, its withdrawal of its statement of registration. A dissolved entity that was a reporting entity before its dissolution again becomes a reporting entity upon its reinstatement under part 10 of this article, and a delinquent entity again becomes a reporting entity upon the curing of its delinquency pursuant to section 7-90-904.

(58.5) “Reporting limited partnership” means:

(a) A domestic limited partnership formed after July 26, 2009;

(b) A domestic limited partnership formed under article 61 of this title that elects after July 26, 2009, to be governed by article 62 of this title;

(c) A domestic limited partnership formed under or governed by article 62 of this title for which, after July 26, 2009, a statement of registration is delivered to the secretary of state, for filing pursuant to part 3 of this article, and which is subsequently on file in the records of the secretary of state; or

(d) Any other domestic limited partnership formed under or governed by article 62 of this title as to which a statement of election to be a reporting entity is on file in the records of the secretary of state after July 26, 2009.

(59) “Resulting entity” means the entity that results from the conversion of an entity pursuant to section 7-90-201.

(60) (Deleted by amendment, L. 2003, p. 2276, § 194, effective July 1, 2004.)

(60.5) “Signature” or “signed”, unless otherwise provided in the constituent document, includes an “electronic signature” as that term is defined in the “Uniform Electronic Transactions Act”, section 24-71.3-102 (8), C.R.S.

(61) “State”, when referring to a part of the United States, includes the following:

(a) A state;

(b) A commonwealth;

(d) All agencies, instrumentalities, and subdivisions of a state, a commonwealth, or the District of Columbia; or

(e) Any territory or insular possessions of the United States together with all agencies and governmental subdivisions thereof.

(61.1) “Statement of change” means a statement of change as described in section 7-90-305.5.

(61.3) “Statement of conversion” means a statement of conversion as described in section 7-90-201.7.

(61.4) “Statement of correction” means a statement of correction as described in section 7-90-305.

(61.5) “Statement of election to be a reporting entity” means a statement of election to be a reporting entity as described in section 7-90-501 (7.5).

(61.6) “Statement of merger” means a statement of merger as described in section 7-90-203.7.

(61.7) “Statement of registration” means, with respect to a domestic limited liability partnership or a domestic limited liability limited partnership, the statement of registration as described in section 7-60-144 or section 7-64-1002. With respect to a foreign limited liability partnership or a foreign limited liability limited partnership, “statement of registration” means the corresponding document filed with the filing officer of the jurisdiction under the law of which the foreign limited liability partnership or the foreign limited liability limited partnership is formed.

(62) “Street address” means, with respect to a physical location, the street name and number, city, state, and (if not the United States) country, and the postal code, if any, that is required for delivery of mail to the location. If, by reason of rural location or otherwise, a street name and number, city, or town does not exist, “street address” shall mean an appropriate description fixing as nearly as possible the actual physical location, but, for all locations in the United States, the county or parish and, if any, the rural free delivery route and the United States postal code shall be included.

(63) “Surviving entity” means the entity into which a merging entity or entities have merged pursuant to section 7-90-203 or pursuant to the organic statutes other than this article.

(63.3) “Trade name” means a name of a person other than the true name of the person, or, in the case of a general partnership that is not a limited liability partnership, other than the true name of each general partner of the general partnership, under which the person may transact business or conduct activities pursuant to the provisions of article 71 of this title.

(63.7) “True name” means, with respect to an individual, the first name and surname of the individual; with respect to a domestic entity, the domestic entity name, if any, of the domestic entity, or, if the domestic entity does not have a domestic entity name, the name under which the domestic entity most commonly transacts business or conducts activities in this state; and, with respect to a foreign entity, the functional equivalent of such a name.

(64) “United States” includes any district, authority, office, bureau, commission, department, and any other agency of the United States of America.

(65) “Unit owner’s association” means an entity created pursuant to part 3 of article 33.3 of title 38, C.R.S., or any functionally equivalent entity formed under any subsequently enacted statute of this state.

(66) “Writing” or “written”, unless otherwise provided in the constituent document, includes an “electronic record” as that term is defined in the “Uniform Electronic Transactions Act”, section 24-71.3-102 (7), C.R.S.

Source: L. 97: Entire article added, p. 1506, § 21, effective June 3. L. 98: (2), (5), (11), (13), (14), (16), (18), (19), (20), (21), (24), (25), (26), (27), (28), (29), (41), (42), and (48) amended and (10.5), (19.5), (24.3), (24.5), (31.3), (31.7), (32.5), (32.7), (35.5), and (47.1) added, p. 613, § 9, effective July 1. L. 2000: (1), (6), (10), (11), (13), (16), (17), (18), (19), (19.5), (22), (23), (24.5), (27), (30), IP(36), (39), (45), (46), (47), (47.1), (48), and (49) amended and (1.5), (3.5), (3.7), (9.5), (11.5), (13.5), (15.3), (15.5), (20.5), (21.5), (23.3), (23.5), (31.1), (31.5), (35.7), (35.9), (40.5), (50), (51), (52), (53), (54), (55), (56), (57), (58), (59), (60), (61), (62), (63), (64), and (65) added, p. 959, § 44, effective July 1. L. 2002: (3.7) and (19.5) amended, p. 1837, § 87, effective July 1; (3.7) and (19.5) amended, p. 1702, § 85, effective October 1. L. 2003: IP, (1), (1.5), (2), (3), (3.5), (5), (6), (7), (8), (9.5), (10), (10.5), (11), (11.5), (12), (13), (13.5), (14), (15), (15.3), (15.5), (16), (17), (18), (19), (21), (21.5), (22), (23), (23.3), (23.5), (24), (24.3), (24.5), (25), (26), (28), (29), (30), (31.1), (31.3), (31.5), (31.7), (35.5), (35.7)(f), IP(36), (39), (42), (43), (45), (46), (47), (48), (49), (51), (54), (55), (56), (58), (59), (60), (61)(d), and (62) amended and (1.3), (3.3), (3.9), (19.3), (20.7), (29.3), (29.5), (35.6), (51.5), (56.5), (61.1), (61.3), (61.7), (63.3), and (63.7) added, pp. 2276, 2355, §§ 194, 344, effective July 1, 2004. L. 2004: IP, (2), (3), (3.9), (6), (7), (10.5), (13), (13.5), (14), (15.3), (15.5), (16), (19.3), (23), (23.3)(b), (24.5), (26), (29.3), (31.7), (35.6), (35.7)(g), (36)(d), (36)(e), (42), (49), (57), (58), (63.3), and (63.7) amended and (40.7) added, p. 1465, § 201, effective July 1; (31.1) amended, p. 1010, § 19, effective August 4; (63.3) amended, p. 1544, § 4, effective May 30, 2006. L. 2005: (2), (10.5), (13.5), (15.3), (16), (17), (23.3), (32.5), (32.7), (37), (40.7), (49), and (58) amended, p. 1204, § 4, effective October 1. L. 2006: (8), (10.5), (20.7), (35.6), and (62) amended and (10.3) and (19.7) added, p. 864, § 40, effective July 1. L. 2007: (20.6), (50.5), (58.5), (61.4), (61.5), and (61.6) added and (35.7)(g), (51.5), (55), and (58) amended, p. 227, § 20, effective May 29. L. 2008: (63) amended, p. 19, § 5, effective August 5. L. 2010: (1.3) amended and (48.5) added, (HB 10-1403), ch. 404, p. 1995, § 12, effective August 11. L. 2011: (2), (3), (11), (36), and (44) amended and (14.5) and (23.7) added, (SB 11-191), ch. 197, p. 818, § 2, effective April 2, 2012. L. 2012: (3.8) added and (55) amended, (SB 12-123), ch. 171, p. 611, § 2, effective (see editor’s note). L. 2013: (61.3) and (61.4) R&RE, (HB 13-1300), ch. 316, p. 1663, § 8, effective August 7. L. 2015: (60.5) and (66) added, (HB 15-1117), ch. 50, p. 120, § 1, effective August 5. L. 2019: IP amended, (SB 19-086), ch. 166, p. 1911, § 1, effective July 1, 2020; (3.5)(b) and (9.5)(b) added by revision, (SB 19-086), ch. 166, pp. 1911, 1966, §§ 1, 72.

Editor’s note: (1) Amendments to subsection (58) by sections 194 and 344 of House Bill 03-1377 were harmonized.

(2) Section 10 of chapter 171, Session Laws of Colorado 2012, provides that the act adding subsection (3.8) and amending subsection (55) is effective ninety days following certification in writing by the secretary of state to the revisor of statutes that the secretary of state has implemented the necessary computer system changes to implement said subsections. As of publication date, the revisor of statutes had not received certification from the secretary of state.

(3) Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

Cross references: For the provisions of articles 20 to 29 of this title, the “Colorado Nonprofit Corporation Act”, prior to its repeal on July 1, 1998, see volume 2 of the 1997 Colorado Revised Statutes.

7-90-102.5. Relationship between constituent documents and organic statutes. For purposes of this article, the constituent documents of an entity shall govern to the extent not inconsistent with any provision of the organic statutes that may not be waived by the constituent documents of the entity.

Source: L. 2000: Entire section added, p. 966, § 45, effective July 1. L. 2004: Entire section amended, p. 1470, § 202, effective July 1.

7-90-103. Reservation of power to amend or repeal. The general assembly has the power to amend or repeal all or part of this article at any time, and all entities subject to said article shall be governed by the amendment or repeal.

Source: L. 97: Entire article added, p. 1510, § 21, effective June 3.

7-90-104. Nonapplication of uniform commercial code to owner’s interest. Subsections (d) to (f) of section 4-9-406 and section 4-9-408, C.R.S., do not apply to the assignment or the transfer of, or the creation of a security interest in, an owner’s interest.

Source: L. 2006: Entire section added, p. 866, § 41, effective July 1; entire section amended, p. 1521, § 89, effective July 1. L. 2016: Entire section amended, (HB 16-1270), ch. 119, p. 340, § 3, effective August 10.

PART 2

MERGER AND CONVERSION OF ENTITIES

Editor’s note: This article was added in 1997, and this part 2 was subsequently repealed and reenacted in 2000, resulting in the addition, relocation, and elimination of sections as well as subject matter. For amendments to this part 2 prior to 2000, consult the Colorado statutory research explanatory note beginning on page vii in the front of this volume. Former C.R.S. section numbers are shown in editor’s notes following those sections that were relocated.

7-90-201. Conversion of an entity. [Editor’s note: This version of this section is effective until July 1, 2020.] (1) Pursuant to a plan of conversion approved in accordance with section 7-90-201.4:

(a) A domestic entity of one form may be converted into any other form of domestic entity.

(b) A domestic entity may be converted into any form of foreign entity recognized in the jurisdiction under the law of which the entity will be considered to have been formed after the conversion.

(2) A foreign entity may be converted into a domestic entity if the conversion is not prohibited by the constituent documents or organic statutes and if the foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the conversion.

7-90-201. Conversion of an entity. [Editor’s note: This version of this section is effective July 1, 2020.] (1) Pursuant to a plan of conversion that complies with section 7-90-201.3 and is approved in accordance with section 7-90-201.4:

(a) A domestic entity of one form may convert into any other form of domestic entity.

(b) A domestic entity may convert into any form of foreign entity recognized in the jurisdiction under the law of which the entity will be considered to have been formed after the conversion.

(2) A foreign entity may convert into a domestic entity if the conversion is not prohibited by the constituent documents or organic statutes of the foreign entity and if the foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the conversion.

Source: L. 2000: Entire part R&RE, p. 966, § 46, effective July 1. L. 2002: IP(5) amended, p. 1838, § 88, effective July 1; IP(5) amended, p. 1702, § 86, effective October 1. L. 2003: (1), (2), (3), (4)(a), (4)(c)(II), (5), and (6) amended, p. 2285, § 195, effective July 1, 2004. L. 2004: (2), (3), (4), (5), and (6) amended and (5.5) added, p. 1470, § 203, effective July 1. L. 2005: (1) and (5.5) amended, p. 1206, § 5, effective October 1. L. 2006: (2), (4)(b), (4)(c)(III), (4)(c)(IV), IP(5), (5)(b), and (5.5) amended and (4)(c)(III.3), (4)(c)(III.7), and (5.3) added, pp. 866, 868, §§ 42, 43, effective July 1. L. 2007: Entire section amended, p. 229, § 21, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1911, § 2, effective July 1, 2020.

Editor’s note: (1) This section is similar to former § 7-90-201 as it existed prior to 2000.

(2) Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-201.3. Plan of conversion. (1) [Editor’s note: This version of the introductory portion to subsection (1) is effective until July 1, 2020.] A plan of conversion shall state:

(1) [Editor’s note: This version of the introductory portion to subsection (1) is effective July 1, 2020.] A plan of conversion must state:

(a) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of entity of the converting entity;

(b) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of the resulting entity;

(c) [Editor’s note: This version of subsection (1)(c) is effective until July 1, 2020.] The terms and conditions of the conversion, including the manner and basis of changing the owners’ interests of each converting entity into owners’ interests or obligations of the resulting entity or into money or other property in whole or in part.

(c) [Editor’s note: This version of subsection (1)(c) is effective July 1, 2020.] The terms and conditions of the conversion, including the manner and basis of changing the owners’ interests of the converting entity into owners’ interests or obligations of the resulting entity or into money or other property in whole or in part.

Source: L. 2007: Entire section added, p. 232, § 22, effective May 29. L. 2019: IP(1) and (1)(c) amended, (SB 19-086), ch. 166, p. 1912, § 3, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-201.4. Approval of plan of conversion. [Editor’s note: This version of this section is effective until July 1, 2020.] (1) In the case of domestic entities described in this subsection (1), the plan of conversion shall be approved:

(a) In the case of a corporation, as provided in section 7-111-101.5;

(b) In the case of a nonprofit corporation, as provided in section 7-131-101.5;

(c) In the case of a cooperative formed under, or subject to, article 56 of this title, as provided in section 7-56-602; and

(d) In the case of a cooperative formed under article 55 of this title, as provided in section 7-55-112.

(2) In the case of a domestic entity other than an entity described in subsection (1) of this section, the plan of conversion shall be approved as follows:

(a) If the organic statutes or primary constituent documents expressly provide for the approval of the conversion, the terms and conditions of the conversion shall be approved in accordance with those provisions.

(b) If neither the primary constituent documents nor the organic statutes expressly provide for the approval of the plan of conversion, the plan of conversion shall be approved in accordance with the provisions of the primary constituent documents that contain the most stringent terms for approval of a merger.

(c) If the primary constituent documents do not expressly provide for the approval of a merger, the plan of conversion shall be approved in accordance with the provisions of the entity’s organic statutes that contain the most stringent terms for the approval of a merger.

(d) If neither the primary constituent documents nor the entity’s organic statutes expressly provide for the approval of a merger, the plan of conversion shall be approved in accordance with the provisions for amendment of the primary constituent documents set forth in the organic statutes and the primary constituent documents.

(e) If neither the primary constituent documents nor the organic statutes expressly provide for the approval of a plan of conversion, for the approval of a merger, or for the approval of an amendment to the primary constituent documents, the plan of conversion shall be approved by all of the owners of the converting entity.

(3) For purposes of this section, the provisions of the organic statutes and constituent documents applicable to approval include provisions relating to any preliminary approval by managers for submission to the owners, notices, quorum, voting, and consent by owners or third parties. References in this section to the most stringent provisions of the primary constituent documents or organic statutes are references to those provisions of such documents or statutes that establish the highest voting requirements for approval of a merger. Nothing in this section shall be deemed to permit any primary constituent document to contain merger provisions that are proscribed by the entity’s organic statutes.

7-90-201.4. Approval of plan of conversion. [Editor’s note: This version of this section is effective July 1, 2020.] (1) In the case of domestic entities described in this subsection (1), the plan of conversion must be approved:

(a) In the case of a corporation, as provided in section 7-111-103;

(b) In the case of a nonprofit corporation, as provided in section 7-131-102;

(c) In the case of a cooperative formed under, or subject to, article 56 of this title 7, as provided in section 7-56-602; and

(d) In the case of a cooperative formed under article 55 of this title 7, as provided in section 7-55-112.

(2) In the case of a domestic entity other than an entity described in subsection (1) of this section, the plan of conversion must be approved as follows:

(a) If the primary constituent documents expressly provide for the approval of the plan of conversion, it must be approved in accordance with those provisions.

(b) If subsection (2)(a) of this section does not apply, the plan of conversion must be approved in accordance with the provisions of the primary constituent documents that contain the most stringent terms for the approval of a plan of merger.

(c) If subsections (2)(a) and (2)(b) of this section do not apply, the plan of conversion must be approved in accordance with the provisions of the primary constituent documents that contain the most stringent terms for the approval of an amendment to the primary constituent documents or, if no such provisions exist, the provisions of the organic statutes that contain the most stringent terms for the approval of an amendment to the primary constituent documents.

(d) If subsections (2)(a), (2)(b), and (2)(c) of this section do not apply, the plan of conversion must be approved by all of the owners of the converting entity.

(3) For purposes of this section, the provisions of the organic statutes and constituent documents applicable to approval include provisions relating to any preliminary approval by managers for submission to the owners, notices, quorum, voting, and consent by owners or third parties. References in this section to the most stringent provisions of the primary constituent documents or organic statutes are references to those provisions of the documents or statutes that establish the highest voting requirements.

(4) Nothing in this section permits a primary constituent document to contain any provision proscribed by the organic statutes.

Source: L. 2007: Entire section added, p. 232, § 22, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1912, § 4, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-201.7. Statement of conversion – when conversion effective. (1) After the conversion of an entity is approved in accordance with section 7-90-201.4, the converting entity shall cause a statement of conversion to be delivered to the secretary of state, for filing pursuant to part 3 of this article, if the converting entity has a constituent filed document or a statement of foreign entity authority filed in the records of the secretary of state and the resulting entity will not be an entity for which a constituent filed document will be filed in the records of the secretary of state. The statement of conversion shall state:

(a) The entity name of the converting entity, its principal office address, the jurisdiction under the law of which it is formed, and its form of entity;

(b) The true name of the resulting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(d) Any other matters relating to the conversion that the converting entity determines to include therein.

(2) [Editor’s note: This version of the introductory portion to subsection (2) is effective until July 1, 2020.] After the conversion of an entity is approved in accordance with section 7-90-201, if neither the resulting entity nor the converting entity is or will be an entity that will have a constituent filed document filed in the records of the secretary of state, either the resulting entity or the converting entity may deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of conversion stating:

(2) [Editor’s note: This version of the introductory portion to subsection (2) is effective July 1, 2020.] After the conversion of an entity is approved in accordance with section 7-90-201.4, if neither the resulting entity nor the converting entity is or will be an entity that will have a constituent filed document filed in the records of the secretary of state, either the resulting entity or the converting entity may deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of conversion stating:

(a) The true name of the converting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(b) The true name of the resulting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(d) Any other matters relating to the conversion that the entity filing the statement of conversion determines to include therein.

(3) (a) [Editor’s note: This version of the introductory portion to subsection (3)(a) is effective until July 1, 2020.] After the conversion of an entity is approved in accordance with section 7-90-201, if the resulting entity will be an entity for which a constituent filed document is to be filed in the records of the secretary of state, the converting entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article, a combined statement of conversion and the constituent filed document that complies with the requirements of the organic statutes. In addition to complying with the requirements of the organic statutes for the constituent filed document, a combined statement of conversion and constituent filed document shall state:

(3) (a) [Editor’s note: This version of the introductory portion to subsection (3)(a) is effective July 1, 2020.] After the conversion of an entity is approved in accordance with section 7-90-201.4, if the resulting entity will be an entity for which a constituent filed document is to be filed in the records of the secretary of state, the converting entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a combined statement of conversion and the constituent filed document that complies with the requirements of the organic statutes. In addition to complying with the requirements of the organic statutes for the constituent filed document, a combined statement of conversion and constituent filed document must state:

(I) The entity name or, for an entity that has no entity name, the true name of the converting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(II) The entity name of the resulting entity;

(III) That the converting entity has been converted into the resulting entity pursuant to this section; and

(IV) Any other matters relating to the conversion that the entity filing the statement of conversion determines to include therein.

(b) Notwithstanding the requirement in paragraph (a) of this subsection (3), a combined statement of conversion and constituent filed document, once accepted for filing by the secretary of state, shall for all purposes be deemed to be two separate documents: The statement of conversion and the constituent filed document.

(4) The conversion shall become effective as specified by the organic statutes. If the organic statutes do not specify an effective date, the conversion shall become effective when the statement of conversion, if any, becomes effective as determined pursuant to section 7-90-304, or, if no statement of conversion is filed, the conversion shall become effective at the time and on the date determined by the owners of the converting entity.

Source: L. 2007: Entire section added, p. 233, § 22, effective May 29. L. 2019: IP(2) and IP(3)(a) amended, (SB 19-086), ch. 166, p. 1913, § 5, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-202. Effect of conversion – entity unchanged. (1) [Editor’s note: This version of subsection (1) is effective until July 1, 2020.] At the time the conversion becomes effective, the converting entity shall be converted into the resulting entity, and the resulting entity shall thereafter be subject to all of the provisions of the organic statutes.

(1) [Editor’s note: This version of subsection (1) is effective July 1, 2020.] When a conversion takes effect, the converting entity is converted into the resulting entity, and the resulting entity is thereafter subject to all of the provisions of the organic statutes.

(2) Unless otherwise agreed, the conversion of any converting entity into a resulting entity shall not be deemed to affect any obligations of the converting entity incurred prior to the conversion to the resulting entity or the personal liability of any person incurred prior to such conversion.

(3) Unless otherwise agreed or otherwise provided by the organic statutes, other than this article, the converting entity shall not be required to wind up the entity’s affairs or pay obligations and distribute the entity’s assets, and the conversion shall not be deemed to constitute a dissolution of the converting entity and shall constitute a continuation of the existence of the converting entity in the form of the resulting entity.

(4) The resulting entity is the same entity as the converting entity.

Source: L. 2000: Entire part R&RE, p. 967, § 46, effective July 1. L. 2004: (1) and (3) amended, p. 1472, § 204, effective July 1. L. 2019: (1) amended, (SB 19-086), ch. 166, p. 1913, § 6, effective July 1, 2020.

Editor’s note: (1) This section is similar to former § 7-90-202 as it existed prior to 2000.

(2) Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-203. Merger of entities. (1) [Editor’s note: This version of subsection (1) is effective until July 1, 2020.] One or more domestic entities may merge into a domestic entity of a form the same as or different from any of the merging entities pursuant to a plan of merger and approved pursuant to section 7-90-203.4.

(1) [Editor’s note: This version of subsection (1) is effective July 1, 2020.] One or more domestic entities may merge into a domestic entity of a form the same as or different from any of the merging entities pursuant to a plan of merger complying with section 7-90-203.3 and approved pursuant to section 7-90-203.4.

(2) [Editor’s note: This version of subsection (2) is effective until July 1, 2020.] One or more domestic entities may merge into a foreign entity of a form the same as or different from that of any of the merging entities, or one or more foreign entities may merge into a domestic entity of a form the same as or different from that of any of the merging entities, pursuant to a plan of merger approved, in the case of a domestic entity, pursuant to section 7-90-203.4, if the merger is not prohibited by the constituent documents or organic statutes of each foreign entity and if each foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the merger.

(2) [Editor’s note: This version of subsection (2) is effective July 1, 2020.] One or more domestic entities may merge into a foreign entity of a form the same as or different from that of any of the merging entities, or one or more foreign entities may merge into a domestic entity of a form the same as or different from that of any of the merging entities, pursuant to a plan of merger complying with section 7-90-203.3 and approved, in the case of a domestic entity, pursuant to section 7-90-203.4, if:

(a) The merger is not prohibited by the constituent documents or organic statutes of each foreign entity;

(b) Each foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the merger; and

(3) to (7) (Deleted by amendment, L. 2007, p. 235, § 23, effective May 29, 2007.)

Source: L. 2000: Entire part R&RE, p. 968, § 46, effective July 1. L. 2002: IP(5) amended, p. 1838, § 89, effective July 1; IP(5) amended, p. 1702, § 87, effective October 1. L. 2003: (1), (2), (3), (4)(c)(II), (5), and (6) amended and (4)(c)(III) and (4)(c)(IV) added, p. 2286, § 196, effective July 1, 2004. L. 2004: (2), (3)(a), (3)(b), (4)(c), (5), and (6) amended and (3)(f) added, p. 1472, § 205, effective July 1. L. 2005: (5)(c) amended, p. 1206, § 6, effective October 1. L. 2006: (3)(a), (3)(b), (4)(b), (4)(c)(II)(B), (4)(c)(II)(D), and (5) amended, p. 868, § 44, effective July 1. L. 2007: Entire section amended, p. 235, § 23, effective May 29. L. 2019: (1) and (2) amended, (SB 19-086), ch. 166, p. 1914, § 7, effective July 1, 2020.

Editor’s note: (1) This section is similar to former § 7-90-203 as it existed prior to 2000.

(2) Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-203.1. Exchange of owner’s interest. [Editor’s note: This section is effective July 1, 2020.] (1) One or more domestic entities may acquire all owners’ interests of any other entity or all of one or more classes, series, or types, in exchange for owners’ interests or other securities, obligations, rights to acquire owners’ interests, or other securities, cash, property, or any combination pursuant to a plan of exchange complying with section 7-90-203.3 and approved pursuant to section 7-90-203.4.

(2) A foreign entity may be party to an exchange pursuant to a plan of exchange complying with section 7-90-203.3 and approved, in the case of a domestic entity, pursuant to section 7-90-203.4, if:

(a) The exchange is not prohibited by the constituent documents or organic statutes of the foreign entity;

(b) The foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the exchange; and

(3) This section does not limit the power of a domestic entity to acquire the owners’ interests of any other entity in a transaction other than an exchange.

Source: L. 2019: Entire section added, (SB 19-086), ch. 166, p. 1914, § 8, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act adding this section applies to conduct occurring on or after July 1, 2020.

7-90-203.3. Plan of merger – plan of exchange. (1) A plan of merger shall state:

(a) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of entity of each of the merging entities;

(b) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of the surviving entity into which the merging entities are to merge;

(c) The terms and conditions of the merger, including the manner and basis of changing the owners’ interests of each merging entity into owners’ interests or obligations of the surviving entity or into money or other property in whole or in part; and

(d) Any amendments to the constituent documents of the surviving entity to be effected by the merger.

(2) [Editor’s note: This subsection (2) is effective July 1, 2020.] (a) A plan of exchange must state:

(I) The entity name of each party to the exchange;

(II) The terms and conditions of the exchange; and

(III) The manner and basis of exchanging the owners’ interests to be acquired.

(b) The plan of exchange may state other provisions relating to the exchange.

Source: L. 2007: Entire section added, p. 238, § 24, effective May 29. L. 2019: (2) added, (SB 19-086), ch. 166, p. 1915, § 9, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-203.4. Approval of plan of merger or exchange. [Editor’s note: This version of this section is effective until July 1, 2020.] (1) In the case of domestic entities described in this subsection (1), the plan of merger shall be approved:

(a) In the case of a corporation, as provided in section 7-111-101;

(b) In the case of a nonprofit corporation, as provided in section 7-131-101;

(c) In the case of a cooperative formed under, or subject to, article 56 of this title, as provided in section 7-56-602; and

(d) In the case of a cooperative formed under article 55 of this title, as provided in section 7-55-112.

(2) In the case of a domestic entity other than an entity described in subsection (1) of this section, the plan of merger shall be approved:

(a) In accordance with the provisions of the primary constituent documents dealing with mergers of the type, and with entities of the forms, described in the plan of merger;

(b) If there are no such provisions, in accordance with the provisions of the primary constituent documents that contain the most stringent terms for approval of a merger;

(c) If there are no such provisions, in accordance with the provisions of the entity’s organic statutes dealing with mergers of the type, and with entities of the forms, described in the plan of merger;

(d) If there are no such provisions, in accordance with the provisions of the entity’s organic statutes that contain the most stringent terms for approval of a merger;

(e) If neither the primary constituent documents nor the organic statutes expressly provide for the approval of the merger, in accordance with the provisions for amendment of the primary constituent documents set forth in the organic statutes and the primary constituent documents; or

(f) If neither the primary constituent documents nor the organic statutes expressly provide for a merger or for the approval of an amendment to the primary constituent documents, by all of the owners of the merging entity.

(3) For purposes of this section, the provisions of the entity’s organic statutes and primary constituent documents applicable to approval of the plan of merger include provisions relating to any preliminary approval by managers for submission to the owners, notices, quorum, voting, and consent by owners or third parties. References in this section to the most stringent provisions of the primary constituent documents or organic statutes are references to those provisions of such documents or statutes that establish the highest voting requirements for approval of a merger. Nothing in this section shall be deemed to permit any primary constituent document to contain merger provisions that are proscribed by the entity’s organic statutes.

7-90-203.4. Approval of plan of merger or exchange. [Editor’s note: This version of this section is effective July 1, 2020.] (1) In the case of domestic entities described in this subsection (1), the plan of merger or plan of exchange must, if required, be approved:

(a) In the case of a corporation, as provided in section 7-111-103;

(b) In the case of a nonprofit corporation, as provided in section 7-131-102 for merger; except that, if the transaction is an owner’s interest exchange and the primary constituent documents expressly provide for the approval of a plan of exchange, the transaction must be approved in accordance with those provisions;

(c) In the case of a cooperative formed under, or subject to, article 56 of this title 7, as provided in section 7-56-602 for approval of a plan of merger, conversion, consolidation, or share or equity capital exchange;

(d) In the case of a cooperative formed under article 55 of this title 7, as provided in section 7-55-112 for merger; except that, if the transaction is an owner’s interest exchange and the primary constituent documents expressly provide for the approval of a plan of exchange, the transaction must be approved in accordance with those provisions; and

(e) In the case of a cooperative formed under article 58 of this title 7, as provided in section 7-58-1606 for merger; except that, if the transaction is an owner’s interest exchange and the primary constituent documents expressly provide for the approval of a plan of exchange, the transaction must be approved in accordance with those provisions.

(2) In the case of a domestic entity other than an entity described in subsection (1) of this section, the plan of merger or plan of exchange must be approved as follows:

(a) If the primary constituent documents expressly provide for the approval of the plan of merger or plan of exchange, in accordance with the respective provisions of the primary constituent documents;

(b) If the primary constituent documents do not expressly provide for approval:

(I) Of a plan of merger but do provide for approval of a plan of exchange, then a plan of merger is governed by the approval requirements for a plan of exchange; and

(II) Of a plan of exchange but do provide for approval of a plan of merger, then a plan of exchange is governed by the approval requirements for a plan of merger;

(c) If subsections (2)(a) and (2)(b) of this section do not apply because the primary constituent documents do not expressly provide for the approval of a plan of merger or a plan of exchange, in accordance with the provisions of the entity’s organic statutes that contain the most stringent terms for approval of the other type of transaction in this section;

(d) If subsections (2)(a), (2)(b), and (2)(c) of this section do not apply, in accordance with the provisions of the entity’s organic statutes that contain the most stringent terms for approval of an amendment to the primary constituent documents or, if no such provisions exist, the provisions of the organic statutes that contain the most stringent terms for the approval of an amendment to the primary constituent documents; or

(e) If subsections (2)(a), (2)(b), (2)(c), and (2)(d) of this section do not apply, by all of the owners of the merging entity.

(3) For purposes of this section, the provisions of the organic statutes and constituent documents applicable to approval include provisions relating to any preliminary approval by managers for submission to the owners, notices, quorum, voting, and consent by owners or third parties. References in this section to the most stringent provisions of the primary constituent documents or organic statutes are references to those provisions of the documents or statutes that establish the highest voting requirements.

(4) Nothing in this section shall be deemed to permit a primary constituent document to contain any provision that is proscribed by the organic statutes.

Source: L. 2007: Entire section added, p. 238, § 24, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1915, § 10, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-203.7. Statement of merger – when merger effective. (1) [Editor’s note: This version of the introductory portion to subsection (1) is effective until July 1, 2020.] After a merger is approved in accordance with section 7-90-203.4, if any merging entity is an entity for which a constituent filed document has been filed by the secretary of state, the surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of merger that shall state:

(1) [Editor’s note: This version of the introductory portion to subsection (1) is effective July 1, 2020.] After a merger is approved in accordance with section 7-90-203, if any merging entity is an entity for which a constituent filed document has been filed by the secretary of state, the surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of merger that states:

(a) The entity name or, for an entity that has no entity name, the true name of each merging entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(b) The entity name or, for an entity that has no entity name, the true name of the surviving entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(d) That, if the plan of merger provides for amendments to any constituent filed document of the surviving entity, an appropriate statement of change or other document effecting the amendments shall be delivered to the secretary of state for filing pursuant to part 3 of this article; and

(e) Any other matters relating to the merger the surviving entity determines to include therein.

(2) [Editor’s note: This version of the introductory portion to subsection (2) is effective until July 1, 2020.] After a merger is approved in accordance with section 7-90-203.4, if no merging entity is an entity for which a constituent filed document has been filed by the secretary of state, the surviving entity may deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of merger that shall state:

(2) [Editor’s note: This version of the introductory portion to subsection (2) is effective July 1, 2020.] After a merger is approved in accordance with section 7-90-203, if no merging entity is an entity for which a constituent filed document has been filed by the secretary of state, the surviving entity may deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of merger that states:

(d) Any other matters relating to the merger that the surviving entity determines to include therein.

(3) The merger shall become effective as specified by the organic statutes. If the organic statutes do not specify an effective date, the merger takes effect at the time and on the date the statement of merger becomes effective as determined pursuant to section 7-90-304 or, if no statement of merger is required to be filed, at the time and on the date determined by the owners of the merging entity.

Source: L. 2007: Entire section added, p. 239, § 24, effective May 29. L. 2013: IP(1) and IP(2) amended, (HB 13-1300), ch. 316, p. 1663, § 9, effective August 7. L. 2019: IP(1) and IP(2) amended, (SB 19-086), ch. 166, p. 1917, § 11, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-203.8. Statement of owner’s interest exchange. [Editor’s note: This section is effective July 1, 2020.] (1) After a plan of exchange is approved pursuant to section 7-90-203.4, the acquiring entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of owner’s interest exchange stating:

(a) The entity name of each entity whose owners’ interests will be acquired, and the principal office address of its principal office;

(b) The entity name of the acquiring entity and the principal office address of its principal office; and

Source: L. 2019: Entire section added with relocations, (SB 19-086), ch. 166, p. 1917, § 12, effective July 1, 2020.

Editor’s note: (1) This section is similar to former § 7-111-105 (1) as it existed prior to July 1, 2020.

(2) Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act adding this section applies to conduct occurring on or after July 1, 2020.

7-90-204. Effect of merger. (1) [Editor’s note: This version of the introductory portion to subsection (1) is effective until July 1, 2020.] When a merger is effective:

(1) [Editor’s note: This version of the introductory portion to subsection (1) is effective July 1, 2020.] When a merger takes effect:

(a) [Editor’s note: This version of subsection (1)(a) is effective until July 1, 2020.] Every merging entity merges into the surviving entity and the separate existence of every merging entity ceases. All of the rights, privileges, including specifically the attorney-client privilege, and powers of each of the merging entities, all real, personal, and mixed property, and all obligations due to each of the merging entities, as well as all other things and causes of action of each of the merging entities, vest as a matter of law in the surviving entity and are thereafter the rights, privileges, powers, and property of, and obligations due to, the surviving entity. Title to any property vested in any of the merging entities does not revert and is not in any way impaired by reason of the merger; except that all rights of creditors in and all liens upon any property of any of the merging entities are preserved unimpaired in the same property, however held. All obligations of the merging entities attach as a matter of law to the surviving entity and may be fully enforced against the surviving entity. A merger does not constitute a conveyance, transfer, sale of assets, or assignment. Nothing in this section affects the validity of contract provisions or of reversions or other forms of title limitations that attach conditions or consequences specifically to mergers.

(a) [Editor’s note: This version of subsection (1)(a) is effective July 1, 2020.] Every merging entity merges into the surviving entity and the separate existence of every merging entity ceases. All of the rights, privileges, including specifically the attorney-client privilege, and powers of each of the merging entities; all real, personal, and mixed property; and all obligations due to each of the merging entities, as well as all other things and causes of action of each of the merging entities, vest as a matter of law in the surviving entity and are thereafter the rights, privileges, powers, and property of, and obligations due to, the surviving entity. Title to any property vested in any of the merging entities does not revert and is not in any way impaired by reason of the merger; except that all rights of creditors in and all liens upon any property of any of the merging entities are preserved unimpaired in the same property, however held. All obligations of the merging entities attach as a matter of law to the surviving entity and may be fully enforced against the surviving entity. A merger does not constitute a conveyance, transfer, or assignment. Nothing in this section affects the validity of contract provisions or of reversions or other forms of title limitations that attach conditions or consequences specifically to mergers.

(b) Any owner who was liable for the obligation of any merging entity solely by reason of being an owner of the merging entity, but who will otherwise not be liable for the obligation of the surviving entity, remains liable for the obligations of the merging entity incurred before the merger unless a contract giving rise to the obligation provides otherwise.

(c) Unless otherwise provided in the constituent documents or required under the organic statutes, no merging entity shall be required to wind up its affairs or pay obligations and distribute assets, and the merger shall not be deemed to constitute a dissolution or liquidation of the merging entity. Unless otherwise provided in the constituent documents of a constituent entity or as required under the organic statutes, any payments in cash or in kind to owners of the constituent entity pursuant to the plan of merger shall not be deemed to constitute a dividend, liquidating distribution, or other distribution that gives rise to contractual distributional preference rights.

Source: L. 2000: Entire part R&RE, p. 969, § 46, effective July 1. L. 2004: (1)(c) amended, p. 1474, § 206, effective July 1. L. 2005: (1)(a) amended, p. 1207, § 7, effective October 1. L. 2015: (1)(a) amended, (HB 15-1071), ch. 28, p. 69, § 1, effective September 1. L. 2019: IP(1) and (1)(a) amended, (SB 19-086), ch. 166, p. 1917, § 13, effective July 1, 2020.

Editor’s note: (1) This section is similar to former § 7-90-204 as it existed prior to 2000.

(2) Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-204.3. Effect of an exchange. [Editor’s note: This section is effective July 1, 2020.] When an exchange takes effect, the owners’ interests of each acquired entity are exchanged as provided in the plan, and the former holders of the owners’ interests are entitled only to the exchange rights provided in the statement of owner’s interest exchange or to their rights under the organic statutes.

Source: L. 2019: Entire section added with relocations, (SB 19-086), ch. 166, p. 1918, § 14, effective July 1, 2020.

Editor’s note: (1) This section is similar to former § 7-111-106 (2) as it existed prior to July 1, 2020.

(2) Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act adding this section applies to conduct occurring on or after July 1, 2020.

7-90-204.5. Foreign entity resulting from conversion or surviving merger. [Editor’s note: This version of this section is effective until July 1, 2020.] (1) Upon the conversion of a domestic entity into a foreign entity or the merger of a domestic entity and a foreign entity in which the foreign entity is the surviving entity, the foreign entity:

(a) Shall either:

(I) Appoint a registered agent if the foreign entity has no registered agent and maintain a registered agent pursuant to part 7 of this article, whether or not the foreign entity is otherwise required to do so, to accept service in any proceeding to enforce any obligation or rights of dissenting owners of any domestic entity party to the conversion or merger or in any proceeding based on a cause of action arising with respect to any domestic entity party to the conversion or merger; or

(II) Be deemed to have authorized service of process on it in connection with such causes of action by mailing in accordance with section 7-90-704 (2);

(b) Shall promptly pay to the dissenting owners of each domestic entity party to the conversion or merger the amount, if any, to which they are entitled under the organic statutes; and

7-90-204.5. Foreign entity resulting from conversion or surviving merger. [Editor’s note: This version of this section is effective July 1, 2020.] (1) Upon a conversion of a domestic entity into a foreign entity, a merger of a domestic entity and a foreign entity in which the foreign entity is the surviving entity, or an exchange between a domestic entity and a foreign entity in which the foreign entity is the acquiring entity, the foreign entity:

(a) Shall either:

(I) Appoint a registered agent if the foreign entity has no registered agent and maintain a registered agent pursuant to part 7 of this article 90, whether or not the foreign entity is otherwise required to do so, to accept service in any proceeding to enforce any obligation or rights of shareholders seeking appraisal rights in any domestic entity party to the conversion, merger, or exchange or in any proceeding based on a cause of action arising with respect to any domestic entity party to the conversion, merger, or exchange; or

(II) Be deemed to have authorized service of process on it in connection with such causes of action by mailing in accordance with section 7-90-704 (2);

(b) Shall promptly pay to shareholders seeking appraisal rights in each domestic entity party to the conversion, merger, or exchange the amount, if any, to which they are entitled under the organic statutes; and

Source: L. 2004: Entire section added, p. 1474, § 207, effective July 1. L. 2006: (1)(a)(I) amended, p. 869, § 45, effective July 1. L. 2007: (1)(a)(I) amended, p. 240, § 25, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1918, § 15, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-205. Scope of article – article not exclusive – repeal. (1) The provisions of this article are not exclusive.

(2) This section is repealed, effective July 1, 2020.

Source: L. 2000: Entire part R&RE, p. 970, § 46, effective July 1. L. 2019: (2) added by revision, (SB 19-086), ch. 166, pp. 1919, 1966, §§ 16, 72.

Editor’s note: (1) This section is similar to former § 7-90-205 as it existed prior to 2000.

(2) Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-205.5. Abandonment or amendment of plan of merger, plan of conversion, or plan of exchange. [Editor’s note: This section is effective July 1, 2020.] (1) After a plan of merger, a plan of conversion, or a plan of exchange is authorized, and at any time before the merger, conversion, or exchange takes effect:

(a) The transaction may be abandoned, subject to any contractual rights, in accordance with the procedure stated in the plan of merger, plan of conversion, or plan of exchange. If a merger, conversion, or exchange is abandoned after a plan of merger has been filed by the secretary of state pursuant to section 7-90-203.7, a plan of conversion has been filed by the secretary of state pursuant to section 7-90-201.7, or a plan of exchange has been filed by the secretary of state pursuant to section 7-90-203.8 stating a delayed effective date, the transaction may be prevented from becoming effective by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, before the date the transaction becomes effective pursuant to section 7-90-304, a statement of change that states that, by appropriate action, the transaction has been abandoned.

(b) The plan of merger, plan of conversion, or plan of exchange may be amended in accordance with the procedure stated in the plan, but the plan may not be amended to change:

(I) The amount or kind of owners’ interests or other securities, eligible interests, obligations, rights to acquire owners’ interests, other securities or eligible interests, cash, or other property to be received under the plan by the owners of eligible interests in any party to the merger, conversion, or exchange;

(II) The primary constituent documents of an entity that is party to the merger, conversion, or exchange, except for changes permitted by the organic statutes of the entity; or

(III) Any of the other terms or conditions of the plan if the change would adversely affect the owners in any material respect.

Source: L. 2019: Entire section added, (SB 19-086), ch. 166, p.1919, § 17, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act adding this section applies to conduct occurring on or after July 1, 2020.

7-90-206. Dissenter’s rights, prohibitions, restrictions, and requirements. [Editor’s note: This version of this section is effective until July 1, 2020.] (1) To the extent that any organic statute or the common law expressly prohibits or restricts the right of any entity to convert into or merge with any other form of entity, grants dissenter’s rights with respect to such merger or conversion, or imposes requirements on such conversion or merger, any merger or conversion of such entity under this article shall be subject to such restriction, entitle its owners to such dissenter’s rights, and be subject to such requirements.

(2) If an owner of a converting entity would be entitled under the organic statutes to dissenter’s rights if the converting entity were merged into an entity of the same form as the converting entity, then such owner shall be entitled to dissenter’s rights with respect to the conversion on the same basis as the owner would be so entitled under the organic statutes if the converting entity were being merged into an entity of the same form as the converting entity.

(3) Unless otherwise provided in the plan of conversion or plan of merger, if an entity is converted into another form of entity or merged into another form of entity in a transaction in which dissenters’ rights are applicable, an owner of the converting or merged entity who consents to the conversion or merger or who does not consent to the conversion or merger and who does not exercise dissenters’ rights shall become an owner of the resulting or surviving entity and shall be deemed to be a party to, and to be bound by, the constituent operating document of the resulting or surviving entity.

7-90-206. Appraisal rights, prohibitions, restrictions, and requirements. [Editor’s note: This version of this section is effective July 1, 2020.] (1) To the extent that any organic statute or the common law expressly prohibits or restricts the right of any entity to convert into any other form of entity or merge with or be party to an exchange with any other entity, grants appraisal rights with respect to the merger, conversion, or exchange, or imposes any requirement on the conversion, merger, or exchange, any merger, conversion, or exchange of the entity under this part 2 is subject to the restriction, entitles its owners to the appraisal rights, and is subject to the requirement.

(2) If the primary constituent documents or organic statutes do not provide an owner of a converting entity, merging entity, or entity party to an exchange with appraisal rights or do not expressly deny an owner of a converting entity, merging entity, or entity party to an exchange with appraisal rights, but an owner would be entitled under the organic statutes or primary constituent documents to appraisal rights if the entity were merged into an entity of the same form as the converting or acquiring entity, were party to an exchange with an entity of the same form as the converting or surviving entity, or were converted into an entity of the same form as the acquiring or surviving entity, then the owner is entitled to appraisal rights with respect to the conversion, merger, or exchange:

(a) On the same basis as the owner would be so entitled under the organic statutes or primary constituent documents if the entity were being merged into an entity of the same form as the converting or acquiring entity;

(b) If no provisions specified in subsection (2)(a) of this section exist, on the same basis as the owner would be so entitled under the organic statutes or primary constituent documents if the entity were party to an exchange with an entity of the same form as the converting or acquiring entity; or

(c) If no provisions specified in subsections (2)(a) and (2)(b) of this section exist, on the same basis as the owner would be so entitled under the organic statutes or primary constituent documents if the entity were being converted into an entity of the same form as the surviving or acquiring entity.

(3) Unless otherwise provided in the plan of conversion, plan of merger, or plan of exchange, an owner of an entity that is converted into another form of entity or merged into any other entity, or whose owner’s interest is exchanged with another entity pursuant to an owner’s interest exchange who consents to the conversion, merger, or exchange, or, in a transaction in which appraisal rights are applicable, who does not consent to the conversion, merger, or exchange and who does not exercise appraisal rights becomes an owner of the resulting or surviving entity and shall be deemed to be a party to, and to be bound by, the constituent operating document of the resulting or surviving entity.

Source: L. 2000: Entire part R&RE, p. 970, § 46, effective July 1. L. 2006: Entire section amended, p. 870, § 46, effective July 1. L. 2007: (3) added, p. 241, § 26, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1919, § 18, effective July 1, 2020.

Editor’s note: (1) This section is similar to former § 7-90-206 as it existed prior to 2000.

(2) Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

PART 3

FILING DOCUMENTS

Law reviews: For article, “Business Entity Legislation 2002: Filing Procedures and LLC Changes”, see 31 Colo. Law. 55 (Nov. 2002); for article, “Entity and Trade Name Filing Requirements and Customs in Colorado–Part I”, see 41 Colo. Law. 57 (Nov. 2012); for article, “Entity and Trade Name Filing Requirements and Customs in Colorado–Part II”, see 41 Colo. Law. 25 (Dec. 2012).

7-90-301. Filing requirements. (1) (a) Each document that is required or permitted to be filed in the records of the secretary of state pursuant to any provision of this title or any organic statute of this state shall be subject to this part 3.

(b) To be entitled to be filed pursuant to this part 3, a document shall be subject to this part 3 and shall comply with the requirements of this section and the requirements of any other law of this state that adds to or varies the requirements of this part 3.

(b.5) (Deleted by amendment, L. 2004, p. 1475, § 208, effective July 1, 2004.)

(c) Any provision in this title or any other organic statute of this state that provides for filing of a document with the secretary of state or with the office of the secretary of state or in the records of the secretary of state shall be deemed to mean delivery of the document to the secretary of state, for filing pursuant to this part 3.

(2) Notwithstanding the general recognition in paragraph (b) of subsection (1) of this section of requirements of other law of this state that may add to or vary the requirements of this part 3, and notwithstanding any other provision of this title or any other organic statute of this state requiring the signature of any person on, or execution by any person of, a document, no such signature or execution shall be required as a condition to its being filed pursuant to this part 3.

(3) The document shall contain all information required by the law of this state to be contained in the document but, unless otherwise provided by law, shall not contain other information.

(4) The document shall be on or in such medium as may be acceptable to the secretary of state and from which the secretary of state may create a document that contains all of the information stated in the document and that is typewritten or printed on paper. The secretary of state may require that the document be delivered by any one or more means or on or in any one or more media as may be acceptable to the secretary of state. The secretary of state is not required to file a document that is not delivered by a means and in a medium that complies with the requirements then established by the secretary of state for the delivery and filing of documents. If the secretary of state permits a document to be delivered on paper, the document shall be typewritten or machine printed, and the secretary of state may impose reasonable requirements upon the dimensions, legibility, quality, and color of such paper and typewriting or printing and upon the format and other attributes of any document that is delivered electronically. The secretary of state shall ensure, at the earliest practicable time, that delivery of a document subject to this part 3 for filing may be accomplished electronically, without the necessity for the delivery of a physical original document or the image thereof, if all required information is delivered and is readily retrievable from the data delivered. If the delivery of a document subject to this part 3 for filing is required to be accomplished electronically, such document shall not be accompanied by any physical document unless the secretary of state permits such accompaniment.

(5) The document shall be in the English language. The entity name of any entity contained in the document need not be in English if expressed in English letters or arabic or roman numerals.

(6) The document shall state the section or sections of the organic statutes, other than this part 3, pursuant to which it is delivered to the secretary of state for filing pursuant to this part 3.

(6.5) to (7.7) (Deleted by amendment, L. 2002, p. 1838, § 90, effective July 1, 2002; p. 1702, § 88, effective October 1, 2002.)

(8) [Editor’s note: This version of subsection (8) is effective until July 1, 2020.] The document shall state the true name or true names, and mailing address or mailing addresses, of any one or more of the individuals who cause the document to be delivered for filing, but the document need not state the true name and address of more than one such individual.

(8) [Editor’s note: This version of subsection (8) is effective July 1, 2020.] The document must state the true name or true names, and mailing address or mailing addresses, of any one or more of the individuals who cause the document to be delivered for filing, but the document need not state the true name and mailing address of more than one such individual.

(9) The document shall include any form or cover sheet, or both, required pursuant to section 7-90-302.

(10) The document shall be delivered to the secretary of state for filing and shall be accompanied by all required fees.

(11) (Deleted by amendment, L. 2004, p. 1475, § 208, effective July 1, 2004.)

(12) Notwithstanding section 2-4-108, C.R.S., section 24-11-110, C.R.S., or any other provision of law, if the last day of a period for filing a document that is authorized or required to be filed by electronic means falls on a Saturday, Sunday, legal holiday, or any day the secretary of state’s physical office is closed, the period shall expire on such day.

Source: L. 97: Entire article added, p. 1517, § 21, effective June 3. L. 98: (1), (2), (3), (6), (8), and (10) amended and (6.5) and (7.7) added, p. 618, § 15, effective July 1. L. 2002: Entire section amended, p. 1838, § 90, effective July 1; entire section amended, p. 1702, § 88, effective October 1. L. 2003: (1), (3), (4), (6), (8), and (9) amended and (11) added, p. 2288, § 197, effective July 1, 2004. L. 2004: (1)(a), (1)(b), (1)(b.5), (2), (3), (4), (5), (6), (8), (9), (10), and (11) amended, p. 1475, § 208, effective July 1. L. 2005: (4) amended, p. 1207, § 8, effective October 1. L. 2007: (10) amended, p. 241, § 27, effective May 29. L. 2008: (12) added, p. 24, § 21, effective August 5. L. 2019: (8) amended, (SB 19-086), ch. 166, p. 1920, § 19, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-301.5. Act of causing document to be delivered for filing. Causing a document to be delivered to the secretary of state for filing pursuant to this part 3 shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual’s act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of this part 3, the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of this part 3, the constituent documents, and the organic statutes.

Source: L. 2004: Entire section added, p. 1477, § 209, effective July 1.

7-90-302. Forms and cover sheets – secretary of state to furnish upon request. (1) The secretary of state may prepare and furnish a form or cover sheet, or both, for any document that is subject to this part 3 and may require the use of any such form or cover sheet or both. The form or cover sheet may require the statement of any information the secretary of state deems appropriate to perform the duties of the secretary of state under the law of this state, including information as to the identity of any person to which the document relates, the mailing address of any such person, the registered agent name and registered agent address of the registered agent for any such person who is required or permitted by this title to have a registered agent, and the principal office address of the principal office of any such person who has a principal office. A form or cover sheet shall not preclude in any way the inclusion in any document of any item the inclusion of which is not prohibited by the law of this state and shall not require the inclusion of any item the inclusion of which is not required or permitted by this article or any other law of this state.

(2) The form or cover sheet shall be deemed to be a part of the filed document that uses such form or cover sheet. Information that is contained in such form or cover sheet shall control over any contrary information contained elsewhere in the filed document.

(3) The secretary of state shall furnish, on request, any form or cover sheet that the secretary of state requires to be used pursuant to this section.

Source: L. 97: Entire article added, p. 1518, § 21, effective June 3. L. 98: Entire section amended, p. 620, § 16, effective July 1. L. 2002: Entire section amended, p. 1840, § 91, effective July 1; entire section amended, p. 1705, § 89, effective October 1. L. 2003: Entire section amended, p. 2290, § 198, effective July 1, 2004. L. 2004: Entire section amended, p. 1477, § 210, effective July 1. L. 2006: (1) amended, p. 870, § 47, effective July 1. L. 2007: (1) amended, p. 241, § 28, effective May 29.

7-90-303. Filing, service, and copying fees – subpoenas. (1) The secretary of state shall charge and collect fees and other charges, which shall be determined and collected pursuant to section 24-21-104 (3), C.R.S., for:

(a) Issuing any certificate;

(b) Furnishing any information;

(d) (Deleted by amendment, L. 2004, p. 1477, § 211, effective July 1, 2004.)

(e) (Deleted by amendment, L. 2003, p. 2290, § 199, effective July 1, 2004.)

(f) Processing any document delivered to the secretary of state for filing as required or permitted under part 3 of article 18 of title 6 or part 10 of article 16 of title 10 or part 3 of article 33.3 of title 38, C.R.S., or this title.

(2) (a) The secretary of state shall charge and collect, at the time of service of any subpoena upon the secretary of state or any deputy or employee of the secretary of state’s office, a fee of fifty dollars and an allowance of ten dollars for meals and a charge for mileage at the rate prescribed by section 24-9-104, C.R.S., for each mile from the state capitol building to the place named in the subpoena. The fee shall be paid to the secretary of state; the meal allowance and mileage charge shall be paid to the person named in the subpoena. If the person named in the subpoena is required to appear at the place named in the subpoena for more than one day, the person shall be paid in advance a per diem allowance of forty-four dollars for each day of attendance in addition to any other fees, allowances, and charges.

(b) Notwithstanding the amount specified for any fee or allowance in paragraph (a) of this subsection (2), the secretary of state may reduce the amount of one or more of the fees or allowances if necessary pursuant to section 24-75-402 (3), C.R.S., to reduce the uncommitted reserves of the fund to which all or any portion of one or more of the fees or allowances is credited. After the uncommitted reserves of the fund are sufficiently reduced, the secretary of state by rule or as otherwise provided by law may increase the amount of one or more of the fees or allowances as provided in section 24-75-402 (4), C.R.S.

(3) The secretary of state shall charge and collect all other fees and penalties imposed by or assessed in accordance with the law of this state.

(4) In all cases where fees or charges are imposed under this article, the fee shall include indexing and filing of the document and providing all copies required to be provided by the secretary of state in connection with the filing and shall include affixing the seal of the secretary of state upon any certified copy.

Source: L. 97: Entire article added, p. 1518, § 21, effective June 3. L. 98: (2) amended, p. 1323, § 20, effective June 1; (1)(f) and (3) amended, p. 620, § 17, effective July 1. L. 2002: (1)(b) to (1)(d) and (4) amended, p. 1841, § 92, effective July 1; (1)(b) to (1)(d) and (4) amended, p. 1705, § 90, effective October 1. L. 2003: (1)(e) and (3) amended, p. 2290, § 199, effective July 1, 2004. L. 2004: (1)(c), (1)(d), and (2) amended, p. 1477, § 211, effective July 1; (1)(f) amended, p. 1010, § 20, effective August 4. L. 2006: (1)(f) amended, p. 870, § 48, effective July 1.

7-90-304. Effective time and date of filed document. (1) Except as provided in subsection (2) or (4) of this section, a document that is filed by the secretary of state is effective:

(a) If no time is stated in the filed document as its effective time, then at the time of filing on the date it is filed, as evidenced by the records of the secretary of state; or

(b) If a time is stated in the filed document as its effective time, then at the later of the stated time on the date it is filed, as such date is stated in the records of the secretary of state, or the time the filed document is filed by the secretary of state, as such time is stated in the records of the secretary of state.

(2) A filed document may state a delayed effective time and date, and if it does so the filed document becomes effective at the later of the time and date so stated or the time and date the filed document is filed by the secretary of state, as such time and date are stated in the records of the secretary of state. If a filed document states a delayed effective date but not a time, the filed document is effective at the later of 11:59 p.m. on that date or the time and date the filed document is filed by the secretary of state, as such time and date are stated in the records of the secretary of state. If a filed document states a delayed effective date that is later than the ninetieth day after the date the filed document is filed, the filed document is effective at 11:59 p.m. on the ninetieth day after it is filed. A filed document may state the order in which the matters provided for in the filed document are deemed to have occurred. This subsection (2) may be limited by other provisions of this title. In the event of conflict between this subsection (2) and any other provision of this title, such other provision of this title controls.

(3) If a filed document states a delayed effective date pursuant to subsection (2) of this section, the filed document may be prevented from becoming effective if a person to which the filed document relates delivers to the secretary of state, for filing pursuant to this part 3, on or before the earlier of the stated effective date of the document or the ninetieth day after the filed document was filed, a statement of correction revoking the filed document.

(4) If two or more documents are simultaneously delivered to the secretary of state, each of the documents shall be deemed to have been filed simultaneously if each identifies, to the satisfaction of the secretary of state, all of the documents that are to be deemed to have been filed simultaneously and states that all of such documents are to be deemed to have been filed simultaneously. All of such documents shall be deemed to have been filed at the time and on the date of filing of the first of such documents to be filed, as such time and date are evidenced by the records of the secretary of state. If any of such documents is rejected by the secretary of state, all of such documents shall be deemed to have been rejected by the secretary of state.

Source: L. 97: Entire article added, p. 1519, § 21, effective June 3. L. 98: IP(3) amended, p. 620, § 18, effective July 1. L. 2002: (1), (2), and IP(3) amended, p. 1841, § 93, effective July 1; (1), (2), and IP(3) amended, p. 1705, § 91, effective October 1. L. 2003: Entire section amended, p. 2290, § 200, effective July 1, 2004. L. 2004: (1)(b), (2), (3), and (4) amended, p. 1478, § 212, effective July 1. L. 2006: (2) amended, p. 871, § 49, effective July 1. L. 2009: (2) amended, (HB 09-1248), ch. 252, p. 1132, § 13, effective May 14.

7-90-304.5. Restated constituent filed document. (1) Unless the organic statutes expressly provide otherwise:

(a) A domestic entity may restate its constituent filed document at any time by action of its owners or of any other person authorized by the organic statutes to deliver, on behalf of the entity, articles of restatement to the secretary of state, for filing pursuant to this part 3, effecting such restatement.

(b) Articles of restatement of a constituent filed document may include one or more amendments to the constituent filed document if each amendment to the constituent filed document has been approved in the manner provided in the organic statutes. Such an amendment may:

(I) Delete the statement of the names and addresses of the incorporators or other persons forming the entity;

(II) Delete the statement of the names and addresses of the initial managers of the entity;

(III) Delete the statement of the names and addresses of any or all of the individuals named in the constituent filed document, pursuant to section 7-90-301 (6), as being individuals who caused the constituent filed document to be delivered for filing;

(IV) Delete the statement of the principal office address of the entity; and

(V) If a statement of change changing the registered agent name and registered agent address of the registered agent of the entity is on file in the records of the secretary of state, delete the statement of the registered agent name and registered agent address of the initial registered agent of the entity.

(c) An entity restating its constituent filed document shall deliver to the secretary of state, for filing pursuant to this part 3, articles of restatement stating:

(I) The entity name of the entity; and

(II) The text of the restated constituent filed document.

(III) (Deleted by amendment, L. 2004, p. 1479, § 213, effective July 1, 2004.)

(d) Upon filing of articles of restatement of a constituent filed document by the secretary of state or at any delayed effective date provided in the articles of restatement, determined pursuant to section 7-90-304, the constituent filed document as restated by the articles of restatement supersedes the original constituent filed document and all prior amendments to the original constituent filed document.

Source: L. 98: Entire section added, p. 620, § 19, effective July 1. L. 2003: IP(1), (1)(a), (1)(b), IP(1)(c), and (1)(c)(I) amended, p. 2291, § 201, effective July 1, 2004. L. 2004: IP(1), (1)(a), IP(1)(b), (1)(b)(V), IP(1)(c), (1)(c)(I), and (1)(c)(III) amended, p. 1479, § 213, effective July 1. L. 2006: (1)(a), IP(1)(b), IP(1)(c), and (1)(d) amended, p. 871, § 50, effective July 1.

7-90-305. Correcting filed document. (1) A person may deliver to the secretary of state, for filing pursuant to this part 3, a statement of correction to:

(a) Correct a filed document if the filed document contains information that was incorrect at the time the document was delivered to the secretary of state for filing pursuant to this part 3; or

(b) Revoke a filed document pursuant to section 7-90-304 (3) or revoke a filed document that was delivered to the secretary of state for filing in error.

(2) A statement of correction:

(a) [Editor’s note: This version of paragraph (a) is effective until ninety days following certification by the secretary of state. (See the editor’s note following this section.)] Shall state the entity name of the entity to which the document relates or, if the entity to which the document relates does not have an entity name, shall state the true name of the entity, or, in the case of a trade name, shall state the trade name and the name of the person transacting business or conducting activities under such name, or, in the case of a statement of trademark registration or any other document relating to a statement of trademark registration, shall identify the statement of trademark registration in a manner satisfactory to the secretary of state;

(a) [Editor’s note: This version of paragraph (a) is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] Shall state the entity name of the entity to which the document relates or, if the entity to which the document relates does not have an entity name, shall state the true name of the entity, or, in the case of a trade name, shall state the trade name and the name of the person transacting business or conducting activities under such name, or, in the case of a statement of trademark registration or any other document relating to a statement of trademark registration, shall identify the statement of trademark registration in a manner satisfactory to the secretary of state, or, in the case of a commercial registered agent, shall state the name of the commercial registered agent as reflected in the records of the secretary of state;

(b) Shall identify the filed document to the satisfaction of the secretary of state;

(d) Shall state each such correction;

(d.5) Shall state each addition or deletion of information, if any; and

(e) Must, if it revokes a filed document, state that the filed document is revoked either pursuant to section 7-90-304 (3) or because the filed document was delivered to the secretary of state for filing in error, whichever is applicable.

(3) (Deleted by amendment, L. 2003, p. 2292, § 202, effective July 1, 2004.)

(4) Except as otherwise provided in this subsection (4), a statement of correction is effective on the effective date of the filed document it corrects or revokes as such date is stated in the records of the secretary of state. As to persons relying on the filed document before it is corrected or revoked and adversely affected by the correction or revocation, a statement of correction is effective when filed. A statement of correction that corrects the effective date of a filed document to an earlier date is effective on such earlier date or on the date the filed document was filed in the records of the secretary of state as such date is stated in the records of the secretary of state, whichever is later. A statement of correction may not state a delayed effective date for the effectiveness of the statement of correction itself.

Source: L. 97: Entire article added, p. 1519, § 21, effective June 3. L. 98: (2), (3), and (4) amended, p. 621, § 20, effective July 1. L. 2002: (1), (2)(b), (2)(c), and (3) amended, p. 1841, § 94, effective July 1; (1), (2)(b), (2)(c), and (3) amended, p. 1706, § 92, effective October 1. L. 2003: Entire section amended, p. 2292, § 202, effective July 1, 2004. L. 2004: (1), (2), and (4) amended, p. 1480, § 214, effective July 1. L. 2005: (2) amended, p. 1207, § 9, effective October 1. L. 2006: (2)(a) amended, p. 872, § 51, effective May 30; (2)(a) amended, p. 118, § 2, effective May 29, 2007. L. 2007: (1)(a), (2)(c), and (2)(d) amended and (2)(d.5) added, p. 241, § 29, effective May 29. L. 2012: (2)(a) amended, (SB 12-123), ch. 171, p. 611, § 3, effective (see editor’s note). L. 2016: (1)(b), (2)(e), and (4) amended, (HB 16-1330), ch. 240, p. 984, § 1, effective August 10.

Editor’s note: Section 10 of chapter 171, Session Laws of Colorado 2012, provides that the act amending subsection (2)(a) is effective ninety days following certification in writing by the secretary of state to the revisor of statutes that the secretary of state has implemented the necessary computer system changes to implement said subsection. As of publication date, the revisor of statutes had not received certification from the secretary of state.

7-90-305.5. Statement of change. (1) A person may amend, cancel, revoke, or otherwise change a filed document if circumstances occur after the filing of the filed document by the secretary of state that make it appropriate that the filed document be changed.

(2) A filed document is changed by causing to be delivered to the secretary of state, for filing pursuant to this part 3, a statement of change that:

(a) [Editor’s note: This version of paragraph (a) is effective until ninety days following certification by the secretary of state. (See the editor’s note following this section.)] States the entity name of the entity to which the document relates or, if the entity to which the document relates does not have an entity name, states the true name of the entity, or, in the case of a trade name, states the trade name and the name of the person transacting business or conducting activities under such name, or, in the case of a statement of trademark registration or any document relating to a statement of trademark registration, identifies the statement of trademark registration in a manner satisfactory to the secretary of state;

(a) [Editor’s note: This version of paragraph (a) is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] States the entity name of the entity to which the document relates or, if the entity to which the document relates does not have an entity name, states the true name of the entity, or, in the case of a trade name, states the trade name and the name of the person transacting business or conducting activities under such name, or, in the case of a statement of trademark registration or any document relating to a statement of trademark registration, identifies the statement of trademark registration in a manner satisfactory to the secretary of state, or, in the case of a commercial registered agent, states the name of the commercial registered agent as reflected in the records of the secretary of state;

(b) Identifies the filed document to the satisfaction of the secretary of state;

(d) States each such change;

(d.5) States each addition or deletion of information, if any; and

(e) Complies with all other requirements of this title applicable to the statement of change.

(3) If a person is specifically permitted or required by an organic statute other than this article to amend, cancel, revoke, or otherwise change a filed document, it may amend, cancel, revoke, or otherwise change such filed document only in accordance with such organic statute unless that organic statute or another organic statute other than this article also permits the amendment, cancellation, revocation, or other change to be effected by a statement of change pursuant to this section.

(4) A statement of change and the change it effects in a filed document become effective as provided in section 7-90-304.

Source: L. 2003: Entire section added, p. 2293, § 203, effective July 1, 2004. L. 2004: (2) and (3) amended, p. 1481, § 215, effective July 1. L. 2006: (2)(a) amended, p. 872, § 52, effective May 30; (2)(a) amended, p. 118, § 3, effective May 29, 2007. L. 2012: (2)(a) amended, (SB 12-123), ch. 171, p. 612, § 4, effective (see editor’s note).

7-90-306. Filing duty of secretary of state – manner of filing. (1) If a document delivered to the secretary of state for filing pursuant to this part 3 complies with the requirements of section 7-90-301, the secretary of state shall file it. The secretary of state has no duty to determine whether the document complies with any or all requirements of any law.

(2) The secretary of state files a document by marking or otherwise associating the words “secretary of state” and the time and date of filing on or with the document and by placing the document in records that the secretary of state shall maintain to contain all filed documents. The records of filed documents that the secretary of state maintains shall be such that any filed document may be retrieved by the secretary of state in perceivable form and with the time and date of its filing.

(3) If the secretary of state permits a document to be delivered in a physical medium and the secretary of state refuses to file the document, the secretary of state shall return it to any individual who has been identified, pursuant to section 7-90-301 (8), as having caused the document to be delivered for filing at the address provided for that individual, together with a written notice providing a brief explanation of the reason for the refusal, within ten days after the document was delivered to the secretary of state; except that no return or notice shall be required with respect to a periodic report that the secretary of state has refused to file.

(4) The secretary of state’s duty to file documents under this title is ministerial. The filing of or refusal to file a document does not:

(a) Affect the validity or invalidity of the document in whole or in part;

(b) Relate to the correctness or incorrectness of information contained in the document; or

(c) Create a presumption that the document is valid or invalid or that information contained in the document is correct or incorrect.

(5) (a) Notwithstanding the foregoing or any other provision of law, the secretary of state may, upon receipt of a written request from and a showing of good cause by an authorized person supported by such validating, verifying, and authenticating documents as the secretary of state may require, remove personal identifying information from the publicly accessible documents and other records of the secretary of state maintained pursuant to this section where such information is not required by law to be included in such documents and records.

(b) A document or record from which the secretary of state removes personal identifying information pursuant to paragraph (a) of this subsection (5) shall not be rendered insufficient or ineffective by such removal notwithstanding any other provision of law.

(c) The secretary of state may retain the original or a copy of a document or record that contains personal identifying information, but such a document or record shall be open for inspection, and copies or printouts of the document or record or information from the document or record shall be furnished only upon application to the secretary of state and only for good cause shown notwithstanding any provision of part 2 of article 72 of title 24, C.R.S., or any other provision of law.

(6) For the purposes of this section, “personal identifying information” means information about an individual that could reasonably be used to identify such individual, including, but not limited to:

(a) A social security number;

(b) A personal identification number;

(d) A pass code.

Source: L. 97: Entire article added, p. 1520, § 21, effective June 3. L. 98: (2) amended, p. 622, § 21, effective July 1. L. 2002: (1), (2), and IP(4) amended, p. 1842, § 95, effective July 1; (1), (2), and IP(4) amended, p. 1706, § 93, effective October 1. L. 2003: (1), (2), and (3) amended, p. 2294, § 204, effective July 1, 2004. L. 2004: (1), (2), and (3) amended, p. 1481, § 216, effective July 1. L. 2005: (5) and (6) added, p. 847, § 5, effective June 1; (3) amended, p. 1208, § 10, effective October 1. L. 2010: (3) amended, (HB 10-1403), ch. 404, p. 1996, § 13, effective August 11.

7-90-307. Appeal from secretary of state’s refusal to file document. (1) If the secretary of state refuses to file a document delivered to the secretary of state for filing, the person causing the document to be delivered to the secretary of state for filing may, within forty-five days after the effective date of the notice of the refusal given by the secretary of state pursuant to section 7-90-306 (3), appeal to the district court for the county in this state in which the street address of the entity’s principal office is located, or, if the entity has no principal office in this state, to the district court for the county in which the street address of its registered agent is located or, if the entity has no registered agent, to the district court for the city and county of Denver. The appeal is commenced by petitioning the court to compel the filing of the document by the secretary of state and by attaching to the petition a copy of the document and a copy of the secretary of state’s notice of refusal.

(2) The court may order the secretary of state to file the document or to take such other action as the court considers appropriate.

(3) The court’s order or decision may be appealed as in other civil proceedings.

Source: L. 97: Entire article added, p. 1521, § 21, effective June 3. L. 2003: (1) amended, p. 2294, § 205, effective July 1, 2004. L. 2004: (1) amended, p. 1482, § 217, effective July 1.

7-90-308. Evidentiary effect of copy of filed document. A certificate attached to a copy of a document, bearing the secretary of state’s manual or facsimile signature and the seal of this state and stating to the effect that the document is filed in the records of the secretary of state, is prima facie evidence that the document is on file in the records of the secretary of state.

Source: L. 97: Entire article added, p. 1521, § 21, effective June 3. L. 2002: Entire section amended, p. 1842, § 96, effective July 1; entire section amended, p. 1707, § 94, effective October 1. L. 2003: Entire section amended, p. 2295, § 206, effective July 1, 2004. L. 2004: Entire section amended, p. 1482, § 218, effective July 1.

7-90-309. Certificates issued by secretary of state. (1) The secretary of state shall issue to any person, upon request, a copy of any document filed by the secretary of state pursuant to this title, a certificate endorsed on or accompanying a copy of any filed document identifying the filed document and certifying that the copy is a true copy of the filed document, and, if appropriate, a certificate of good standing concerning any entity. The secretary of state may issue to any person, upon request, any other certificate as to the records of the secretary of state that the secretary of state deems appropriate.

(2) A certificate issued by the secretary of state may be relied upon, subject to any qualification stated in the certificate, as prima facie evidence of the facts stated therein.

Source: L. 97: Entire article added, p. 1521, § 21, effective June 3. L. 2002: (1) amended, p. 1843, § 97, effective July 1; (1) amended, p. 1707, § 95, effective October 1. L. 2003: Entire section amended, p. 2295, § 207, effective July 1, 2004. L. 2004: (1) amended, p. 1482, § 219, effective July 1.

7-90-310. Proof of delivery for filing. (1) The secretary of state may consider a document to have been received for filing upon proof of such receipt as evidenced by a signed return receipt, an entry in records maintained by the secretary of state of electronic or facsimile transmissions received by the secretary of state, or such other or additional proof of receipt of the documents received as the secretary of state may require. Such proof must be satisfactory to the secretary of state before the document will be considered received.

(2) The secretary of state may require that the receipt of a document by facsimile transmission on or after February 11, 1994, be shown in the records of the secretary of state of facsimile transmissions received by the secretary of state. The secretary of state may condition relief under this section upon fulfillment of such other requirements or conditions that the secretary of state determines appropriate, including, without limitation, the making of a change of entity name of the entity involved and payment of fees for the filing.

(3) Application for relief under this section shall be made in writing and delivered to the secretary of state within sixty days after the purported date of receipt of such document by the secretary of state. The application shall contain information satisfactory to the secretary of state to enable the secretary of state to identify the transaction.

Source: L. 97: Entire article added, p. 1521, § 21, effective June 3. L. 98: Entire section amended, p. 622, § 22, effective July 1. L. 2004: Entire section amended, p. 1483, § 220, effective July 1.

7-90-311. Powers. (Repealed)

Source: L. 97: Entire article added, p. 1522, § 21, effective June 3. L. 98: Entire section repealed, p. 622, § 23, effective July 1.

7-90-312. Restated constituent filed documents. (Repealed)

Source: L. 97: Entire article added, p. 1522, § 21, effective June 3. L. 99: Entire section repealed, p. 617, § 3, effective August 4.

7-90-313. Remedy for failure or refusal to file – presumptions. Any person who is adversely affected by a failure or refusal of any other person to deliver any document to the secretary of state, for filing pursuant to this part 3, with respect to any entity may petition the district court for the county in this state in which the street address of the entity’s principal office is located or, if the entity has no principal office in this state, in the district court for the county in which the street address of its registered agent is located or, if the entity has no registered agent, in the city and county of Denver, to approve the document and direct the appropriate person to deliver the document to the secretary of state, for filing pursuant to this part 3. If the court finds that it is proper for the document to be filed and that there has been a failure or refusal to approve the document and deliver the document to the secretary of state for filing pursuant to this part 3, it shall order the secretary of state to file the document in the form it has approved.

Source: L. 2003: Entire section added, p. 2295, § 208, effective July 1, 2004. L. 2004: Entire section amended, p. 1483, § 221, effective July 1.

PART 4

SECRETARY OF STATE

7-90-401. Powers. The secretary of state has all powers reasonably necessary to perform the duties required by law.

Source: L. 2000: Entire part added, p. 971, § 47, effective July 1. L. 2003: Entire section amended, p. 2295, § 209, effective July 1, 2004. L. 2004: Entire section amended, p. 1484, § 222, effective July 1.

7-90-402. Interrogatories by secretary of state. (1) The secretary of state may propound to any domestic entity that has a constituent filed document filed in the records of the secretary of state, to any foreign entity that is authorized to transact business or conduct activities in this state, and to any manager thereof, such interrogatories as may be reasonably necessary and proper to enable the secretary of state to ascertain whether the entity has complied with all the provisions of the organic statutes. The interrogatories shall be answered within thirty days after the mailing thereof or within such additional time as fixed by the secretary of state, and the answers thereto shall be full and complete and shall be made in writing. If the interrogatories are directed to an individual, they shall be answered by the individual, and if directed to an entity, they shall be answered by a manager of the entity or by any other person authorized to answer the interrogatories as its agent. The secretary of state need not file any document to which such interrogatories relate until the interrogatories are answered as provided in this section, and not then if the answers thereto disclose that the document is not in conformity with the provisions of the organic statutes. The secretary of state shall certify to the attorney general, for such action as the attorney general may deem appropriate, all interrogatories and answers thereto that disclose a violation of any of the provisions of the organic statutes.

(2) Interrogatories propounded by the secretary of state and the answers thereto shall not be open to public inspection, nor shall the secretary of state disclose any facts or information obtained therefrom, except insofar as the official duty of the secretary of state may require the same to be made public or in the event such interrogatories or the answers thereto are required for evidence in any criminal proceedings or in any other action by this state.

(3) Each entity that fails or refuses to answer truthfully and fully, within the time prescribed by subsection (1) of this section, interrogatories propounded to the entity by the secretary of state in accordance with the provisions of said subsection (1) is guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine of not more than five thousand dollars.

(4) Each manager of an entity who fails or refuses to answer truthfully and fully, within the time prescribed by subsection (1) of this section, interrogatories propounded to the manager by the secretary of state in accordance with the provisions of said subsection (1) is guilty of a misdemeanor and, upon conviction thereof, shall be punished by a fine of not more than ten thousand dollars.

(5) The attorney general may enforce this section in an action brought in the district court for the county in this state in which the street address of the entity’s principal office or the street address of its registered agent is located or, if the entity has no principal office in this state and no registered agent, in the district court in and for the city and county of Denver.

Source: L. 2006: Entire section added, p. 872, § 53, effective July 1.

7-90-403. Notices by the secretary of state. (1) (a) The secretary of state may give notice, in such manner as the secretary of state may determine, to any person about any matter arising under or with respect to this title, including notice regarding:

(I) The due date of a periodic report;

(II) The existence of grounds for delinquency;

(III) The pendency of dissolution upon expiration of period of duration;

(IV) The dissolution upon expiration of period of duration;

(V) The due date of a trade name renewal; and

(VI) The due date of a trademark renewal.

(b) The secretary of state may use a phase-in period or any other method to mitigate hardship on the reporting entity caused by electronic notification and may provide exceptions from such electronic notification where hardship or other good cause is shown.

(c) This subsection (1) does not affect a requirement that the secretary of state give notice under another provision of law.

(2) Neither the determination of the secretary of state to give, or not to give, any notice under the authority of subsection (1) of this section nor the failure of any person to receive any notice so given affects any obligation under or requirement of any provision of this title or excuses any noncompliance by any person of any obligation under or requirement of any provision of this title.

Source: L. 2010: Entire section added, (HB 10-1403), ch. 404, p. 1996, § 14, effective August 11.

7-90-404. Distribution of information – student loan repayment and loan forgiveness programs. (1) The secretary of state shall annually disseminate for the benefit of employees of nonprofit public service organizations, as defined in 34 CFR 685.219, informational materials relating to federal student loan repayment programs and student loan forgiveness programs, including updated materials, received from the department of personnel pursuant to section 24-5-102. The secretary of state may disseminate the informational materials by posting the materials on the secretary of state’s website.

(2) The secretary of state shall encourage each nonprofit public service organization to annually distribute the informational materials, including any updated materials, to each employee of the nonprofit public service organization and to include the informational materials as part of the nonprofit public service organization’s new employee orientation process.

Source: L. 2019: Entire section added, (SB 19-057), ch. 35, p. 115, § 11, effective August 2.

PART 5

ANNUAL REPORTS – STATEMENT

OF PERSON NAMED IN FILED DOCUMENT

7-90-501. Periodic reports. (1) Each reporting entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article, a periodic report that states the entity name of the reporting entity, the jurisdiction under the law of which the reporting entity is formed, and:

(a) and (b) (Deleted by amendment, L. 2003, p. 2296, § 210, effective July 1, 2004.)

(d) The principal office address of the reporting entity’s principal office.

(e) (Deleted by amendment, L. 2003, p. 2296, § 210, effective July 1, 2004.)

(2) and (3) (Deleted by amendment, L. 2003, p. 2296, § 210, effective July 1, 2004.)

(4) (a) The annual report shall be made in a manner prescribed by the secretary of state.

(b) Repealed.

(c) (I) Unless otherwise elected as provided in subparagraph (II) of this paragraph (c), a reporting entity shall deliver its first periodic report to the secretary of state, for filing pursuant to part 3 of this article, no later than the last day of the second calendar month following the first anniversary of the calendar month in which the reporting entity’s constituent filed document or statement of foreign entity authority, as the case may be, became effective or, in the case of a reporting entity that has been reinstated or that has cured its delinquency, no later than the last day of the second calendar month following the first anniversary of the calendar month in which the reinstatement or curing of delinquency occurred. Unless otherwise elected as provided in subparagraph (II) or (III) of this paragraph (c), thereafter, the periodic report shall be delivered to the secretary of state by each reporting entity annually.

(II) [Editor’s note: This version of subparagraph (II) is effective until ninety days following certification by the secretary of state. (See the editor’s note following this section.)] The secretary of state may permit, on such conditions as the secretary of state may determine, a reporting entity to select an anniversary month different than the anniversary month as established in subparagraph (I) of this paragraph (c) by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of election of alternative anniversary month.

(II) [Editor’s note: This version of subparagraph (II) is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] A reporting entity may, at the time of filing the constituent filed document or the periodic report, select an anniversary month different than the anniversary month as established in subparagraph (I) of this paragraph (c). If an entity elects to change its anniversary month pursuant to this subparagraph (II), that entity may not subsequently change its anniversary month for a period of at least one year.

(III) The secretary of state may permit, on such conditions as the secretary of state may determine, a reporting entity to elect to file the periodic report required by this section biennially by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of election of biennial reporting.

(d) Information in the periodic report shall be current as of the date the periodic report is delivered to the secretary of state, for filing pursuant to part 3 of this article, on behalf of the reporting entity. No periodic report shall state a delayed effective date.

(e) (Deleted by amendment, L. 2002, p. 1843, § 98, effective July 1, 2002; p. 1707, § 96, effective October 1, 2002.)

(f) (Deleted by amendment, L. 2005, p. 1208, § 11, effective October 1, 2005.)

(5) (Deleted by amendment, L. 2005, p. 1208, § 11, effective October 1, 2005.)

(5.5) (Deleted by amendment, L. 2010, (HB 10-1403), ch. 404, p. 1997, § 15, effective August 11, 2010.)

(6) (Deleted by amendment, L. 2004, p. 1484, § 223, effective July 1, 2004.)

(7) Each reporting entity that fails or refuses to deliver to the secretary of state a periodic report for filing on or before the due date prescribed by subsection (4) of this section and pay the prescribed processing fee is subject to a penalty, which shall be determined and collected pursuant to section 24-21-104 (3), C.R.S.

(7.5) Beginning July 27, 2009, a domestic limited partnership formed under or governed by article 62 of this title that is not a reporting limited partnership may deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of election to be a reporting entity stating:

(a) The domestic entity name of the domestic limited partnership;

(b) The principal office address of its principal office;

(d) That the domestic limited partnership elects to become a reporting limited partnership.

(8) (Deleted by amendment, L. 2003, p. 2296, § 210, effective July 1, 2004.)

Source: L. 2000: Entire part added, p. 971, § 47, effective July 1. L. 2002: IP(1), (4)(d), (4)(e), (5), and (6) amended, p. 1843, § 98, effective July 1; IP(1), (4)(d), (4)(e), (5), and (6) amended, p. 1707, § 96, effective October 1. L. 2003: Entire section amended, p. 2296, § 210, effective July 1, 2004. L. 2004: (4)(c), (4)(f), (6), and (7) amended, p. 1484, § 223, effective July 1. L. 2005: (4), (5), (5.5), and (7) amended, p. 1208, § 11, effective October 1. L. 2006: (4)(d), (5.5), and (7) amended, p. 873, § 54, effective July 1. L. 2007: (7.5) added, p. 242, § 30, effective May 29. L. 2009: IP(1) amended, (HB 09-1248), ch. 252, p. 1133, § 14, effective May 14. L. 2010: IP(1), (4)(c), (4)(d), (5.5), and (7) amended, (HB 10-1403), ch. 404, p. 1997, § 15, effective August 11. L. 2012: (4)(c)(II) amended, (SB 12-123), ch. 171, p. 614, § 7, effective (see editor’s note).

Editor’s note: (1) Subsection (4)(b)(II) provided for the repeal of subsection (4)(b), effective January 1, 2002. (See L. 2000, p. 971.)

(2) Section 10 of chapter 171, Session Laws of Colorado 2012, provides that the act amending subsection (4)(c)(II) is effective ninety days following certification in writing by the secretary of state to the revisor of statutes that the secretary of state has implemented the necessary computer system changes to implement said subsection. As of publication date, the revisor of statutes had not received certification from the secretary of state.

7-90-502. Statement of person named in filed document. (Repealed)

Source: L. 2000: Entire part added, p. 973, § 47, effective July 1. L. 2002: IP(1) amended, p. 1843, § 99, effective July 1; IP(1) amended, p. 1708, § 97, effective October 1. L. 2003: IP(1), (1)(b), and (1)(d) amended, p. 2297, § 211, effective July 1, 2004. L. 2004: Entire section repealed, p. 1484, § 224, effective July 1.

PART 6

ENTITY NAMES

Law reviews: For article, “Entity and Trade Name Filing Requirements and Customs in Colorado — Part I”, see 41 Colo. Law. 57 (Nov. 2012); for article, “Entity and Trade Name Filing Requirements and Customs in Colorado — Part II”, see 41 Colo. Law. 25 (Dec. 2012).

7-90-601. Entity name. (1) An entity name shall not contain any term the inclusion of which would violate any statute of this state.

(2) Except as provided in section 7-90-604 (4.5), each entity name shall be distinguishable on the records of the secretary of state from every:

(a) Other entity name; and

(b) Name that is reserved with the secretary of state for another person as an entity name pursuant to section 7-90-602.

(d) (Deleted by amendment, L. 2003, p. 2298, § 212, effective July 1, 2004.)

(3) In addition to the requirements of subsection (2) of this section:

(a) The entity name of a corporation shall contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, “corp.”, “inc.”, “co.”, or “ltd.”; except that this paragraph (a) shall not apply to any of the following:

(I) A domestic corporation incorporated before January 1, 1959, whose domestic entity name has not been changed by amendment to its articles of incorporation effective after December 31, 1958;

(II) A domestic corporation incorporated under a statute of this state that permits the use of other names; or

(III) Savings and loan associations covered by section 11-41-102, C.R.S.

(b) The entity name of a nonprofit corporation may, but need not, contain the term or abbreviation “corporation”, “incorporated”, “company”, “limited”, “corp.”, “inc.”, “co.”, or “ltd.”.

(c) The entity name of a limited liability company shall contain the term or abbreviation “limited liability company”, “ltd. liability company”, “limited liability co.”, “ltd. liability co.”, “limited”, “l.l.c.”, “llc”, or “ltd.”.

(d) The entity name of a limited liability partnership shall contain the term or abbreviation “limited liability partnership”, “registered limited liability partnership”, “limited”, “llp”, “l.l.p.”, “rllp”, “r.l.l.p.”, or “ltd.”.

(e) (I) The entity name of a limited partnership, that is not a limited liability limited partnership, shall contain the term or abbreviation “limited partnership”, “limited”, “company”, “l.p.”, “lp”, “ltd.”, or “co.”.

(II) Notwithstanding the provisions of subparagraph (I) of this paragraph (e), any limited partnership in existence on October 31, 1981, shall be entitled to elect to be governed by the provisions of article 62 of this title with the true name it had on October 31, 1981.

(f) (I) The entity name of a limited liability limited partnership shall contain the term or abbreviation “limited partnership”, “limited”, “company”, “limited liability limited partnership” or “registered limited liability limited partnership”, “l.p.”, “lp”,”co.”, “l.l.l.p.”, “lllp”, “LTD.”, “r.l.l.l.p.”, or “rlllp”; or

(II) When the name of a limited partnership that is registered as a limited liability limited partnership in the records of the office of the secretary of state is the same as that stated in a certificate of limited partnership, amended certificate of limited partnership, or statement of registration delivered on or after May 24, 1995, for filing by the secretary of state with respect to the limited partnership and if, upon filing of such certificate or statement, the name was modified by the addition of any word or initial to indicate that the limited partnership is a limited liability limited partnership, then the limited partnership may acquire, convey, and encumber title to real and personal property and otherwise deal in such name with or without the addition of such word or initial. The fact of the filing of such certificate or statement and the modification of the name of the limited partnership by such additional word or initial may be stated in an affidavit executed by a general partner of the limited partnership or a statement of authority executed pursuant to section 38-30-172, C.R.S., and shall be prima facie evidence of such facts and of the authority of the person executing the same to do so on behalf of the limited partnership. The affidavit may be recorded with the county clerk and recorder of any county.

(g) [Editor’s note: This version of subsection (3)(g) is effective until July 1, 2020.] An entity name need not be in English if written in English letters or arabic or roman numerals.

(g) [Editor’s note: This version of subsection (3)(g) is effective July 1, 2020.] An entity name must meet the requirements of section 7-90-301 (5).

(h) The words or abbreviations “public benefit corporation”, “P.B.C.”, “PBC”, and “Pub. Ben. Corp.” may be used in an entity name only by corporations and cooperatives that are organized as public benefit corporations under part 5 of article 101 of this title 7.

(4) The entity name of a cooperative may, but need not, contain the term or abbreviation “cooperative”, “association”, “incorporated”, “company”, “limited”, “coop”, “ass’n”, “assn”, “assoc.”, “inc.”, “co.”, or “ltd.”.

(4.5) The entity name of a limited cooperative association shall contain the words “limited cooperative association” or “limited cooperative” or the abbreviation “L.C.A.” or “LCA”. “Limited” may be abbreviated as “Ltd.”. “Cooperative” may be abbreviated as “Co-op” or “Coop”. “Association” may be abbreviated as “Assoc.” or “Assn.”.

(5) For an entity that is specifically permitted by C.R.C.P. 265 or title 12, C.R.S., to use the words “professional company”, “professional corporation”, or abbreviations thereof in its name:

(a) “P.c.” or “pc” shall be a permitted abbreviation for such an entity that is a corporation;

(b) “P.l.l.c.” or “pllc” shall be a permitted abbreviation for such an entity that is a limited liability company;

(6) The abbreviations stated in subsection (5) of this section are in addition to all others that may be permitted by law.

(7) (a) [Editor’s note: This version of the introductory portion to subsection (7)(a) is effective until July 1, 2020.] No person shall use the word “cooperative” or an abbreviation or derivation of it as a part of its business or domestic entity name or as a trade name, trademark, service mark, brand, or designation except:

(7) (a) [Editor’s note: This version of the introductory portion to subsection (7)(a) is effective July 1, 2020.] A person shall not use the word “cooperative” or an abbreviation or derivation of it as a part of its business or domestic entity name or as a trade name, trademark, service mark, brand, or designation except:

(I) [Editor’s note: This version of subsection (7)(a)(I) is effective until July 1, 2020.] An entity incorporated under or subject to article 55 or 56 of this title, part 10 of article 16 of title 10, C.R.S., article 33.5 of title 38, C.R.S., or a similar law of another jurisdiction;

(I) [Editor’s note: This version of subsection (7)(a)(I) is effective July 1, 2020.] An entity incorporated under or subject to article 55, 56, or 58 of this title 7, part 10 of article 16 of title 10, article 33.5 of title 38, or a similar law of another jurisdiction;

(II) An entity operated on a cooperative basis;

(III) An entity described in section 501 (c)(6) of the “Internal Revenue Code of 1986”, as amended;

(IV) An association of two or more of the entities described in subparagraphs (I) to (III) of this paragraph (a); or

(V) As authorized by section 7-56-205 or as otherwise required or authorized by any other statute.

(b) An entity described in this subsection (7), or one or more members of such an entity, may, without the necessity of posting a bond, bring an action for an injunction or for actual damages incurred as a result of a violation of this subsection (7) or to enforce this subsection (7). Upon proof that the word “cooperative” or an abbreviation or derivation of that word is used in violation of this section, the court shall enter an order permanently enjoining such use of the word. The prevailing party in the action shall be awarded judgment against the other party for the attorney fees and costs of litigation incurred by the prevailing party in the action. This section shall not apply to any person that has been continuously using the word “cooperative” or an abbreviation or derivation of that word in the person’s business on or before July 5, 1973, as part of its trade name, business name, trademark, service mark, brand, true name, or designation.

Source: L. 2000: Entire part added, p. 973, § 47, effective July 1. L. 2002: (3)(f)(II) amended, p. 1844, § 100, effective July 1; (3)(f)(II) amended, p. 1708, § 98, effective October 1. L. 2003: (2) and (3) amended and (4) added, p. 2298, §212, effective July 1, 2004. L. 2004: (3)(c), (3)(e)(II), and (3)(f)(I) amended and (5) and (6) added, p. 1485, § 225, effective July 1; (2) amended, p. 1544, § 5, effective May 30, 2006. L. 2006: IP(5) amended, p. 874, § 55, effective July 1. L. 2007: IP(2) amended, p. 242, § 31, effective May 29. L. 2008: (7) added, p. 20, § 6, effective August 5. L. 2011: (4.5) added, (SB 11-191), ch. 197, p. 820, § 3, effective April 2, 2012. L. 2017: (3)(h) added, (HB 17-1200), ch. 386, p. 2001, § 6, effective August 9. L. 2019: (3)(g), IP(7)(a), and (7)(a)(I) amended, (SB 19-086), ch. 166, p. 1921, § 20, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-601.5. Domestic entity name and trade name of dissolved domestic entity. (1) If a domestic entity that has a constituent filed document dissolves, the domestic entity name of the dissolved entity shall include the word “dissolved” followed by the month, day, and year of the effective date of dissolution of the entity.

(2) (Deleted by amendment, L. 2007, p. 242, § 32, effective May 29, 2007.)

Source: L. 2003: Entire section added, p. 2300, § 213, effective July 1, 2004. L. 2004: Entire section amended, p. 1486, § 226, effective July 1. L. 2005: Entire section amended, p. 1209, § 12, effective October 1. L. 2006: Entire section amended, p. 874, § 56, effective May 30. L. 2007: Entire section amended, p. 242, § 32, effective May 29.

7-90-601.6. Entity name of delinquent entity. (1) The entity name of a delinquent entity shall include the word “delinquent”, followed by the month, day, and year of the effective date of the entity’s delinquency, after the four-hundredth day after the effective date of its delinquency under section 7-90-902 (1).

(2) (Deleted by amendment, L. 2007, p. 242, § 33, effective May 29, 2007.)

Source: L. 2005: Entire section added, p. 1210, § 13, effective October 1. L. 2006: Entire section amended, p. 874, § 57, effective May 30. L. 2007: Entire section amended, p. 242, § 33, effective May 29. L. 2010: (1) amended, (HB 10-1403), ch. 404, p. 1998, § 16, effective August 11.

7-90-601.7. Foreign entity name and trade name of withdrawn foreign entity. (1) If a foreign entity has a statement of foreign entity authority on file in the records of the secretary of state, but such authority has been relinquished, the foreign entity name of the foreign entity shall include the words “Colorado authority relinquished” followed by the effective date of the statement of foreign entity withdrawal by which the foreign entity relinquished its authority.

(2) (Deleted by amendment, L. 2007, p. 243, § 34, effective May 29, 2007.)

Source: L. 2004: Entire section added, p. 1486, § 227, effective July 1. L. 2005: Entire section amended, p. 1210, § 14, effective October 1. L. 2006: Entire section amended, p. 874, § 58, effective May 30. L. 2007: Entire section amended, p. 243, § 34, effective May 29.

7-90-602. Reserved entity name. (1) Any person may apply for the reservation of the exclusive use of a name as an entity name by delivering a statement of reservation of a name to the secretary of state, for filing pursuant to part 3 of this article, stating the name and mailing address of the person, that the person is applying under this section to reserve a name for use as an entity name, and the name proposed to be reserved. If the secretary of state determines that the name applied for would be available for use as an entity name under section 7-90-601, the secretary of state shall reserve the name for the person’s exclusive use for a one-hundred-twenty-day period, which reservation may be renewed successively for one-hundred-twenty-day periods. No statement of reservation of name shall state a delayed effective date.

(2) The holder of a reserved name may transfer the reservation to any other person by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of transfer of reserved name that states the reserved name, the name of the holder, and the name and mailing address of the transferee.

(3) If a constituent filed document stating a delayed effective date and stating a new domestic entity name is filed in the records of the secretary of state, such domestic entity name shall be deemed to be a reserved name until the constituent filed document becomes effective.

Source: L. 2000: Entire part added, p. 975, § 47, effective July 1. L. 2002: (1) and (2) amended, p. 1844, § 101, effective July 1; (1) and (2) amended, p. 1708, § 99, effective October 1. L. 2003: Entire section amended, p. 2300, § 214, effective July 1, 2004. L. 2004: (1) and (3) amended, p. 1486, § 228, effective July 1; (1) amended, p. 1544, § 6, effective May 30, 2006. L. 2005: (2) amended, p. 1210, § 15, effective October 1. L. 2006: (1) amended, p. 875, § 59, effective July 1.

7-90-603. Assumed entity name of foreign entity. If the name that a foreign entity would use as its foreign entity name is not permitted to be used by the foreign entity under section 7-90-601, the foreign entity, in order to obtain authority to transact business or conduct activities in this state, shall assume for use in this state as its foreign entity name a foreign entity name that would comply with section 7-90-601.

Source: L. 2000: Entire part added, p. 975, § 47, effective July 1. L. 2003: Entire section amended, p. 2300, § 215, effective July 1, 2004. L. 2004: Entire section amended, p. 1487, § 229, effective July 1.

7-90-604. Registered true name of a foreign entity. (1) A foreign entity that is not authorized to transact business or conduct activities in this state may register its true name, if that true name is a name that could be the entity name of the foreign entity if the foreign entity were authorized to transact business or conduct activities in this state. Such registration shall be effective through December 31 of the year in which the filing becomes effective.

(2) [Editor’s note: This version of subsection (2) is effective until July 1, 2020.] A foreign entity may register a true name pursuant to this section by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of registration of true name that complies with the requirements of this subsection (2). When filed, the statement of registration of true name registers the true name. The statement of registration of true name shall state:

(a) Its true name;

(b) The jurisdiction under the law of which it is formed;

(c) The form of the entity as that form is recognized by the jurisdiction under the law of which the entity is formed; and

(d) The principal office address of its principal office.

(e) (Deleted by amendment, L. 2006, p. 875, § 60, effective July 1, 2006.)

(2) [Editor’s note: This version of subsection (2) is effective July 1, 2020.] A foreign entity may register a true name pursuant to this section by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of registration of true name that complies with the requirements of this subsection (2). When filed, the statement of registration of true name registers the true name. The statement of registration of true name must state:

(a) The foreign entity’s true name;

(b) The jurisdiction under the law of which the foreign entity is formed;

(c) The form of the foreign entity as that form is recognized by the jurisdiction under the law of which the entity is formed; and

(d) The principal office address of the foreign entity’s principal office.

(3) [Editor’s note: This version of subsection (3) is effective until July 1, 2020.] A foreign entity that has in effect a registration of its true name pursuant to this section may renew such registration by delivering to the secretary of state, for filing pursuant to part 3 of this article, on or before December 31 of the year of registration, a statement of renewal of registration of true name that complies with this subsection (3). When filed, the statement of renewal of registration renews the registration for the following year. The statement of renewal of registration of true name shall state:

(a) The entity’s true name, the registration of which is to be renewed;

(b) The form of entity and the jurisdiction under the law of which it is formed; and

(d) The principal office address of the entity’s principal office.

(3) [Editor’s note: This version of subsection (3) is effective July 1, 2020.] A foreign entity that has in effect a registration of its true name pursuant to this section may renew the registration by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, on or before December 31 of the year of registration, a statement of renewal of registration of true name that complies with this subsection (3). When filed, the statement of renewal of registration renews the registration for the following year. The statement of renewal of registration of true name must state:

(a) The foreign entity’s true name, the registration of which is to be renewed;

(b) The form of entity and the jurisdiction under the law of which the foreign entity is formed; and

(3.5) No statement of renewal of registration of true name shall state a delayed effective date.

(4) (a) A foreign entity that has in effect a registration of its true name may transfer such registration to another foreign entity, if the transferee is not then authorized to transact business or conduct activities in Colorado, if that name is also the true name of the transferee and if, concurrently with the delivery of the foreign entity’s statement of transfer of registration of true name to the secretary of state, for filing pursuant to part 3 of this article, the transferee delivers to the secretary of state a statement of registration of true name pursuant to this section.

(b) A foreign entity that has in effect a registration of its true name may transfer the registration to another foreign entity, whether or not that name is the true name of the transferee, if the transferee is then authorized to transact business or conduct activities in Colorado and if, concurrently with the delivery of the foreign entity’s statement of transfer of registration of true name to the secretary of state pursuant to paragraph (a) of this subsection (4), the transferee delivers to the secretary of state, for filing pursuant to part 3 of this article, either:

(I) A statement of trade name stating the transferred name as a trade name of the transferee pursuant to section 7-71-101;

(II) A statement of reservation of name reserving the transferred name as an entity name of the transferee pursuant to section 7-90-602; or

(III) A statement of change to the transferee’s statement of foreign entity authority changing the assumed entity name of the transferee to the transferred name or stating that the transferee has acquired rights to use the transferred name as its true name in Colorado, as the case may be.

(c) A foreign entity that has in effect a registration of its true name may transfer such registration to another foreign entity, although that name is not the true name of the transferee, if, concurrently with the delivery of the foreign entity’s statement of transfer of registration of true name to the secretary of state pursuant to paragraph (a) of this subsection (4), the transferee delivers to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity authority stating the transferred name as its assumed entity name under section 7-90-803 (1)(a).

(d) A foreign entity that has in effect a registration of its true name may transfer such registration to a person other than a foreign entity, although that name is not the true name of the transferee, if, concurrently with the delivery of the foreign entity’s statement of transfer of registration of true name to the secretary of state pursuant to paragraph (a) of this subsection (4), the transferee delivers to the secretary of state, for filing pursuant to part 3 of this article, either:

(I) A statement of trade name stating the transferred name as a trade name pursuant to section 7-71-101;

(II) A statement of reservation of name reserving the transferred name as an entity name pursuant to section 7-90-602; or

(III) An amendment or statement of change to the transferee’s constituent filed document changing the entity’s domestic entity name to the transferred name.

(e) (Deleted by amendment, L. 2007, p. 243, § 36, effective May 29, 2007.)

(f) The transfer of the registration of the true name shall be effected by the current registrant’s delivery to the secretary of state, for filing pursuant to part 3 of this article, of a statement of transfer of registered name that states:

(I) The true name of the foreign entity;

(II) The name of the jurisdiction under the law of which it is formed;

(III) The entity name of the transferee or, if the transferee does not have an entity name, the true name of the transferee;

(IV) The name of the jurisdiction under the law of which the transferee is formed; and

(V) That the registration of the true name is transferred by the entity to the transferee pursuant to this section.

(g) When the statement of transfer of registered name and each other document, if any, required by this subsection (4) to be delivered concurrently to the secretary of state with the statement of transfer of registered name is filed, the transfer of the registration of true name is transferred.

(4.5) A foreign entity that has in effect a registration of its true name may deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity authority stating that name as its true name.

(5) A foreign entity that has in effect a registration of its true name may relinquish the registration at any time by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of change stating the foreign entity’s true name and stating that the registration is relinquished. When filed, the statement of change withdraws the registration of true name.

Source: L. 2000: Entire part added, p. 975, § 47, effective July 1. L. 2002: IP(2) and (3) to (5) amended, p. 1844, § 102, effective July 1; IP(2) and (3) to (5) amended, p. 1709, § 100, effective October 1. L. 2003: Entire section amended, p. 2301, § 216, effective July 1, 2004. L. 2004: Entire section amended, p. 1487, § 230, effective July 1; (4)(b)(II), (4)(d)(II), and (4)(e) amended, p. 1545, § 7, effective May 30, 2006. L. 2006: (2)(b), (2)(e), and (3)(b) amended, p. 875, § 60, effective July 1. L. 2007: (3.5) and (4.5) added and IP(4)(d) and (4)(e) amended, p. 243, §§ 35, 36, effective May 29. L. 2009: IP(3), (3)(b), and (3)(c) amended and (3)(d) added, (HB 09-1248), ch. 252, p. 1133, § 15, effective December 1. L. 2019: (2) and (3) amended, (SB 19-086), ch. 166, p. 1921, § 21, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

PART 7

REGISTERED AGENT – SERVICE OF PROCESS –

CHANGE OF PRINCIPAL OFFICE

7-90-701. Registered agent. (1) Every domestic entity for which a constituent filed document is on file in the records of the secretary of state and every foreign entity authorized to transact business or conduct activities in this state shall continuously maintain in this state a registered agent that shall be:

(a) An individual who is eighteen years of age or older whose primary residence or usual place of business is in this state;

(b) A domestic entity having a usual place of business in this state; or

(c) A foreign entity authorized to transact business or conduct activities in this state that has a usual place of business in this state.

(2) An entity having a usual place of business in this state may serve as its own registered agent.

(3) Any document delivered to the secretary of state for filing on behalf of an entity that appoints a person as the registered agent for the entity shall contain a statement that the person has consented to being so appointed.

Source: L. 2003: Entire part added, p. 2302, § 217, effective July 1, 2004. L. 2004: IP(1) amended, p. 1490, § 231, effective July 1.

7-90-702. Change or resignation of registered agent. (1) An entity that maintains a registered agent pursuant to this part 7 may change its registered agent, the registered agent address, or the registered agent name of its registered agent only by stating a different registered agent, different registered agent address, or different registered agent name for its registered agent, as the case may be, in one of the following:

(a) A statement of change filed pursuant to section 7-90-305.5;

(b) A periodic report filed pursuant to section 7-90-501; or

(c) Any form or cover sheet filed by the secretary of state pursuant to part 3 of this article, which form or cover sheet has been prescribed by the secretary of state for effecting such change.

(2) If the registered agent address or the registered agent name of the registered agent of an entity that is required to maintain a registered agent pursuant to this part 7 changes, the registered agent shall deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of change that, in addition to the information required to be stated in the statement of change pursuant to section 7-90-305.5, states that the person appointed as registered agent has delivered notice of the change to the entity.

(3) (Deleted by amendment, L. 2004, p. 1490, § 232, effective July 1, 2004.)

(4) If a person appointed as the registered agent for an entity in a filed document has resigned or otherwise is no longer the registered agent, the person, or if such person is deceased or a court of competent jurisdiction has appointed a guardian or general conservator for the person, the person’s executor, administrator, guardian, conservator, or other legal representative, may deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of change that, in addition to the information required to be stated in the statement of change pursuant to section 7-90-305.5, states:

(a) The registered agent name and registered agent address as contained in the records of the secretary of state;

(b) The date on which the person resigned or otherwise ceased to be the registered agent for the entity; and

(5) Notwithstanding the provisions of section 7-90-304, a statement of change delivered by a person pursuant to subsection (4) of this section is effective on the thirty-first day after the date that the statement of change is filed in the records of the secretary of state or on a delayed effective date stated in the statement of change effecting the resignation that is not earlier than the thirty-first day, and not later than the ninetieth day, after the date the statement of change effecting the resignation is filed in the records of the secretary of state or on the effective date of a statement of change appointing a different person as registered agent, whichever occurs first.

(6) A statement of change pursuant to this section shall not be required to comply with section 7-90-305.5 (2)(b).

Source: L. 2003: Entire part added, p. 2302, § 217, effective July 1, 2004. L. 2004: IP(1), (2), (3), IP(4), and (4)(c) amended and (6) added, p. 1490, § 232, effective July 1. L. 2005: IP(1) amended, p. 1210, § 16, effective October 1. L. 2007: (5) amended, p. 244, § 37, effective May 29. L. 2008: IP(4) and (4)(c) amended, p. 20, § 7, effective August 5. L. 2010: (1)(b) amended, (HB 10-1403), ch. 404, p. 1998, § 17, effective August 11.

7-90-703. Correction of registered agent. (1) [Editor’s note: This version of subsection (1) is effective until ninety days following certification by the secretary of state. (See the editor’s note following this section.)] A registered agent may correct either or both its registered agent address and registered agent name as contained in a document on file in the office of the secretary of state, if such information was incorrect when that document was delivered for filing, by causing to be delivered to the secretary of state, for filing pursuant to part 3 of this article, a statement of correction that, in addition to the information required to be stated in the statement of correction pursuant to section 7-90-305, states that notice of the correction has been delivered to the entity.

(1) [Editor’s note: This version of subsection (1) is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] A registered agent may correct either or both its registered agent address and registered agent name as contained in a document on file in the office of the secretary of state, if such information was incorrect when that document was delivered for filing, by causing to be delivered to the secretary of state, for filing pursuant to part 3 of this article, a statement of correction that, in addition to the information required to be stated in the statement of correction pursuant to section 7-90-305, states that notice of the correction has been delivered to:

(a) The entity; or

(b) If the statement of correction is delivered for filing on behalf of a commercial registered agent, each entity and trademark registrant that the commercial registered agent represents. The filing of a statement of correction delivered on behalf of a commercial registered agent pursuant to this subsection (1) is effective to correct the information regarding the commercial registered agent with respect to each entity and trademark registrant represented by the commercial registered agent.

(2) Any person appointed as the registered agent for an entity in a document on file in the office of the secretary of state may, if the person has not consented to be appointed as the registered agent or is otherwise not the registered agent for the entity, cause to be delivered to the secretary of state, for filing pursuant to part 3 of this article, a statement of correction that, in addition to the information required to be stated in the statement of correction pursuant to section 7-90-305 (2)(a) and (2)(b), states:

(a) That the person is not the registered agent for the entity; and

(b) That the person has delivered notice of the correction to the entity.

Source: L. 2003: Entire part added, p. 2303, § 217, effective July 1, 2004. L. 2004: Entire section amended, p. 1491, § 233, effective July 1. L. 2012: (1) amended, (SB 12-123), ch. 171, p. 612, § 5, effective (see editor’s note).

Editor’s note: Section 10 of chapter 171, Session Laws of Colorado 2012, provides that the act amending subsection (1) is effective ninety days following certification in writing by the secretary of state to the revisor of statutes that the secretary of state has implemented the necessary computer system changes to implement said subsection. As of publication date, the revisor of statutes had not received certification from the secretary of state.

7-90-704. Service on entities. (1) The registered agent of an entity is an agent of the entity authorized to receive service of any process, notice, or demand required or permitted by law to be served on the entity. The registered agent of an entity is an agent of the entity to whom the secretary of state may deliver any form, notice, or other document with respect to the entity under this title, unless otherwise specified by an organic statute.

(2) If an entity that is required to maintain a registered agent pursuant to this part 7 has no registered agent, or if the registered agent is not located under its registered agent name at its registered agent address, or if the registered agent cannot with reasonable diligence be served, the entity may be served by registered mail or by certified mail, return receipt requested, addressed to the entity at its principal address. Service is perfected under this subsection (2) at the earliest of:

(a) The date the entity receives the process, notice, or demand;

(b) The date shown on the return receipt, if signed on behalf of the entity; or

(3) This section does not prescribe the only means, or necessarily the required means, of serving an entity in this state.

Source: L. 2003: Entire part added, p. 2304, § 217, effective July 1, 2004. L. 2004: (1) amended, p. 1491, § 234, effective July 1. L. 2007: IP(2) amended, p. 244, § 38, effective May 29.

7-90-705. Change of principal office address. (1) An entity that has stated a principal office address in a document filed by the secretary of state may change its principal office address only by stating a different principal office address in one of the following:

(a) A statement of change filed pursuant to section 7-90-305.5, which statement of change shall not be required to comply with section 7-90-305.5 (2)(b);

(b) A periodic report filed pursuant to section 7-90-501;

(c) Any form or cover sheet filed by the secretary of state pursuant to part 3 of this article, which form or cover sheet has been prescribed by the secretary of state for effecting such change; or

(d) A statement of dissolution or articles of dissolution.

Source: L. 2003: Entire part added, p. 2304, § 217, effective July 1, 2004. L. 2004: (1)(a) amended and (1)(d) added, p. 1492, § 235, effective July 1. L. 2010: (1)(b) amended, (HB 10-1403), ch. 404, p. 1998, § 18, effective August 11.

7-90-706. Application to dissolved or delinquent entities. (Repealed)

Source: L. 2003: Entire part added, p. 2304, § 217, effective July 1, 2004. L. 2005: Entire section amended, p. 1210, § 17, effective October 1. L. 2009: Entire section repealed, (HB 09-1248), ch. 252, p. 1133, § 16, effective May 14.

7-90-707. Commercial registered agent. [Editor’s note: This section is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] (1) A registered agent may become listed as a commercial registered agent by delivering a commercial registered agent listing statement to the secretary of state for filing pursuant to part 3 of this article. The statement must include the registered agent name and registered agent address of the registered agent and the e-mail address of the registered agent that will be used to receive notifications from the secretary of state.

(2) The statement must be accompanied by a list of the entities represented by the registered agent at the time the statement is filed. If the registered agent is appointed as an agent for a trademark registrant who is an individual who is not a resident of this state, the registered agent shall identify the statement of trademark registration to the satisfaction of the secretary of state.

(3) A commercial registered agent listing statement must not state a delayed effective date.

Source: L. 2012: Entire section added, (SB 12-123), ch. 171, p. 612, § 6, effective (see editor’s note).

Editor’s note: Section 10 of chapter 171, Session Laws of Colorado 2012, provides that the act adding this section is effective ninety days following certification in writing by the secretary of state to the revisor of statutes that the secretary of state has implemented the necessary computer system changes to implement this section. As of publication date, the revisor of statutes had not received certification from the secretary of state.

7-90-708. Termination of commercial registered agent listing. [Editor’s note: This section is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] (1) A commercial registered agent may terminate its listing as a commercial registered agent by delivering a commercial registered agent termination statement to the secretary of state for filing pursuant to part 3 of this article. The statement must include:

(a) The name of the registered agent as reflected in the records of the secretary of state at the time the statement is filed;

(b) A statement indicating that the commercial registered agent no longer serves as a commercial registered agent in this state; and

(c) A statement indicating that notice of the termination has been delivered to each entity and trademark registrant that the commercial registered agent represents.

(2) Notwithstanding section 7-90-304, a commercial registered agent termination statement is effective on the thirty-first day following the day that the commercial registered agent termination statement is filed in the records of the secretary of state or on a delayed effective date stated in the commercial registered agent termination statement that is not earlier than the thirty-first day and not later than the ninetieth day following the day the commercial registered agent termination statement is filed in the records of the secretary of state.

(3) A commercial registered agent ceases to be the agent for service of process for an entity and trademark registrant formerly represented by the commercial registered agent when the termination statement becomes effective. If an entity or trademark registrant represented by the person that is resigning as a commercial registered agent appoints a registered agent before the effective date of the termination statement, the commercial registered agent ceases to be the agent for that entity or trademark registrant on the effective date of the appointment of the new registered agent.

Source: L. 2012: Entire section added, (SB 12-123), ch. 171, p. 613, § 6, effective (see editor’s note).

7-90-709. Change of commercial registered agent name or address. [Editor’s note: This section is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] (1) If a commercial registered agent changes its registered agent name or its registered agent address, the commercial registered agent shall deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of change that states, in addition to the information required by section 7-90-305.5, that the commercial registered agent has delivered notice of the change to each entity and trademark registrant represented by the commercial registered agent.

(2) The filing of a statement of change pursuant to this section is effective to change the information regarding the commercial registered agent with respect to each entity and trademark registrant represented by the commercial registered agent.

Source: L. 2012: Entire section added, (SB 12-123), ch. 171, p. 613, § 6, effective (see editor’s note).

7-90-710. Listing of entities represented by commercial registered agents. [Editor’s note: This section is effective ninety days following certification by the secretary of state. (See the editor’s note following this section.)] The secretary of state shall make available upon request a list of filings made during the previous month that contain the name of a commercial registered agent. The secretary of state may assess a fee for the requested lists.

Source: L. 2012: Entire section added, (SB 12-123), ch. 171, p. 614, § 6, effective (see editor’s note).

PART 8

FOREIGN ENTITIES

7-90-801. Authority to transact business or conduct activities required. (1) A foreign entity shall not transact business or conduct activities in this state except in compliance with this part 8 and not until its statement of foreign entity authority is filed in the records of the secretary of state. Notwithstanding the foregoing, this part 8 shall not apply to foreign general partnerships that are not foreign limited liability partnerships and shall not apply to foreign unincorporated nonprofit associations. To the extent that a provision of this part 8 is inconsistent with another statute of this state in its application to a foreign entity, such other statute, and not such provision of this part 8, shall apply.

(2) A foreign entity shall not be considered to be transacting business or conducting activities in this state within the meaning of subsection (1) of this section by reason of carrying on in this state any one or more of the following activities:

(a) Maintaining, defending, or settling in its own behalf any proceeding or dispute;

(b) Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs;

(d) Maintaining offices or agencies for the transfer, exchange, and registration of its own securities or owner’s interests, or maintaining trustees or depositories with respect to those securities or owner’s interests;

(e) Selling through independent contractors;

(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(g) Creating, as borrower or lender, or acquiring, indebtedness;

(h) Creating, as borrower or lender, or acquiring, mortgages or other security interests in real or personal property;

(i) Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;

(j) Owning, without more, real or personal property;

(k) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(l) Transacting business or conducting activities in interstate commerce; and

(m) In the case of a foreign nonprofit corporation:

(I) Granting funds; or

(II) Distributing information to its members.

(3) The list of activities in subsection (2) of this section is not exhaustive.

(4) Nothing in this section shall limit or affect the right to subject a foreign entity that does not, or is not required to, have authority to transact business or conduct activities in this state to the jurisdiction of the courts of this state or to serve upon any foreign entity any process, notice, or demand required or permitted by law to be served upon an entity pursuant to part 7 of this article or sections 13-1-124 and 13-1-125, C.R.S., or any other provision of law or pursuant to the applicable rules of civil procedure.

(5) A foreign nonprofit entity shall be considered to be transacting business or conducting activities in this state if it is required to file a registration statement with the secretary of state pursuant to section 6-16-104, C.R.S.

Source: L. 2003: Entire part added, p. 2305, § 217, effective July 1, 2004. L. 2004: (1) amended, p. 1492, § 236, effective July 1. L. 2007: (5) added, p. 244, § 39, effective May 29.

7-90-802. Consequences of transacting business or conducting activities without authority. (1) (a) No foreign entity transacting business or conducting activities in this state without authority, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state for the collection of its debts until a statement of foreign entity authority for the foreign entity is filed in the records of the secretary of state.

(b) A court may stay a proceeding commenced by a foreign entity until it determines whether the foreign entity should have a statement of foreign entity authority on file with the secretary of state. If the court determines that the foreign entity should have a statement of foreign entity authority on file with the secretary of state, the court may further stay the proceeding until there is a statement of foreign entity authority on file with the secretary of state with respect to the foreign entity. If a foreign entity has a statement of foreign entity authority on file with the secretary of state, no proceeding in any court in this state to which the foreign entity is a party shall, after the effective date of such statement of foreign entity authority, be dismissed by reason of a statement of foreign entity authority not being on file with the secretary of state with respect to the foreign entity.

(2) A foreign entity that transacts business or conducts activities in this state without being authorized to do so shall be liable to this state in an amount equal to the fee as prescribed by the secretary of state from time to time, not to exceed one hundred dollars for each calendar year or part of a calendar year during which it transacted business or conducted activities in this state without being authorized to do so, plus all penalties imposed by this state pursuant to subsection (3) of this section for failure to pay such fees. No statement of foreign entity authority shall be filed until payment of the amounts due under this subsection (2) and subsection (3) of this section is made.

(3) A foreign entity that transacts business or conducts activities in this state without having a statement of foreign entity authority on file in the records of the secretary of state shall be subject to a civil penalty, payable to this state, not to exceed five thousand dollars.

(4) The amounts due to this state under the provisions of subsection (2) of this section and the civil penalties set forth in subsection (3) of this section may be recovered in an action brought by the attorney general in the district court in and for the city and county of Denver. Upon a finding by the court that a foreign entity or any of its managers or agents on its behalf has transacted business or conducted activities in this state in violation of this part 8, the court may issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further transaction of business or conducting of activities by the foreign entity and the managers and agents, and the further exercise of any rights and privileges of an entity in this state until all amounts plus any interest and court costs that the court may assess have been paid, and until the foreign entity has otherwise complied with this part 8.

(5) Notwithstanding subsection (1) of this section, the transaction of business or conducting of activities in this state by a foreign entity without having a statement of foreign entity authority on file in the records of the secretary of state does not impair the validity of the acts of the foreign entity or prevent it from defending any proceeding in this state.

Source: L. 2003: Entire part added, p. 2306, § 217, effective July 1, 2004. L. 2004: (1), (2), and (4) amended, p. 1492, § 237, effective July 1. L. 2005: (1) amended, p. 1211, § 18, effective October 1.

7-90-803. Statement of foreign entity authority to transact business or conduct activities. (1) A foreign entity may cause to be delivered to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity authority stating:

(a) Its true name and its assumed entity name, if any;

(b) The jurisdiction under the law of which it is formed;

(d) (Deleted by amendment, L. 2004, p. 1493, § 238, effective July 1, 2004.)

(e) The principal office address of its principal office;

(f) The registered agent name and registered agent address of its registered agent; and

(g) The date it commenced or expects to commence transacting business or conducting activities in this state.

(h) (Deleted by amendment, L. 2004, p. 1493, § 238, effective July 1, 2004.)

Source: L. 2003: Entire part added, p. 2307, § 217, effective July 1, 2004. L. 2004: (1)(c), (1)(d), and (1)(h) amended, p. 1493, § 238, effective July 1. L. 2006: (1)(b) amended, p. 876, § 61, effective July 1.

7-90-804. Change of statement of foreign entity authority to transact business or conduct activities. Upon any change in circumstances that makes any statement contained in its filed statement of foreign entity authority no longer true, a foreign entity authorized to transact business or conduct activities in this state shall deliver to the secretary of state, for filing pursuant to part 3 of this article, an appropriate statement of change so that its statement of foreign entity authority is in all respects true.

Source: L. 2003: Entire part added, p. 2307, § 217, effective July 1, 2004.

7-90-805. Effect of statement of foreign entity authority. (1) A foreign entity is authorized to transact business or conduct activities in this state from the effective date of its statement of foreign entity authority until the effective date of its statement of foreign entity withdrawal.

(2) A foreign entity that has authority to transact business or conduct activities in this state has the same rights and privileges as, but no greater rights or privileges than, and, except as otherwise provided by this title, is subject to the same duties, restrictions, penalties, and liabilities imposed upon, a functionally equivalent domestic entity.

(3) Nothing in this part 8 authorizes this state to regulate the organization, formation, existence, or internal activities of a foreign entity authorized to transact business or conduct activities in this state.

(4) As to any foreign entity transacting business or conducting activities in this state, the law of the jurisdiction under the law of which the foreign entity is formed shall govern the organization and internal affairs of the foreign entity and the liability of its owners and managers.

Source: L. 2003: Entire part added, p. 2308, § 217, effective July 1, 2004. L. 2004: (4) amended, p. 1493, § 239, effective July 1. L. 2005: (1) amended, p. 1211, § 19, effective October 1.

7-90-806. Withdrawal of foreign entity. (1) A foreign entity authorized to transact business or conduct activities in this state may relinquish that authority by causing to be delivered to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity withdrawal stating:

(a) Its true name and its assumed entity name, if any;

(b) The registered agent name and registered agent address of its registered agent or, if a registered agent is no longer to be maintained, a statement that the entity will not maintain a registered agent, and the mailing address to which service of process may be mailed pursuant to section 7-90-807;

(d) The jurisdiction under the law of which it was formed;

(e) That it will no longer transact business or conduct activities in this state and that it relinquishes its authority to transact business or conduct activities in this state; and

(f) That any statement of trade name it has on file in the records of the secretary of state pursuant to article 71 of this title, and any assumed entity name pursuant to section 7-90-603, are withdrawn upon the effective date of the statement of foreign entity withdrawal.

(g) (Deleted by amendment, L. 2004, p. 1494, § 240, effective July 1, 2004.)

(2) If a foreign entity causes a statement of foreign entity withdrawal to be delivered to the secretary of state for filing pursuant to part 3 of this article before the date on which a periodic report for the foreign entity is due pursuant to part 5 of this article, the foreign entity is relieved of its obligation to file such annual report or pay the fee therefor.

Source: L. 2003: Entire part added, p. 2308, § 217, effective July 1, 2004. L. 2004: (1)(c) and (1)(g) amended, p. 1494, § 240, effective July 1; (1)(f) amended, p. 1545, § 8, effective May 30, 2006. L. 2006: (1)(b), (1)(d), and (1)(f) amended, p. 876, § 62, effective July 1. L. 2010: (2) amended, (HB 10-1403), ch. 404, p. 1998, § 19, effective August 11.

7-90-807. Service on withdrawn foreign entity. (1) A foreign entity with respect to which a statement of foreign entity withdrawal has been filed pursuant to section 7-90-806 shall either:

(a) Maintain a registered agent to accept service on its behalf in any proceeding based on a cause of action arising during the time it was authorized to transact business or conduct activities in this state; or

(b) Be deemed to have authorized service of process on it in connection with such causes of action by mailing in accordance with section 7-90-704 (2).

(2) Subsection (1) of this section does not prescribe the only means, or necessarily the required means, of serving a foreign entity with respect to which a statement of foreign entity withdrawal has been filed.

Source: L. 2003: Entire part added, p. 2309, § 217, effective July 1, 2004.

7-90-808. Grounds for revocation. (Repealed)

Source: L. 2003: Entire part added, p. 2309, § 217, effective July 1, 2004. L. 2005: Entire section repealed, p. 1218, § 26, effective October 1.

7-90-809. Procedure for and effect of revocation. (Repealed)

Source: L. 2003: Entire part added, p. 2310, § 217, effective July 1, 2004. L. 2005: Entire section repealed, p. 1218, § 26, effective October 1.

7-90-810. Appeal from revocation. (Repealed)

Source: L. 2003: Entire part added, p. 2310, § 217, effective July 1, 2004. L. 2005: Entire section repealed, p. 1218, § 26, effective October 1.

7-90-811. Application to existing foreign entities. A foreign entity authorized to transact business or conduct activities in this state in accordance with law as in effect on June 30, 2004, is subject to this part 8 and the filed document pursuant to which it has such authority shall be deemed to be a filed statement of foreign entity authority for purposes of this part 8.

Source: L. 2003: Entire part added, p. 2311, § 217, effective July 1, 2004. L. 2004: Entire section amended, p. 1494, § 241, effective July 1.

7-90-812. Foreign general partnerships. This part 8 shall not apply to a foreign general partnership that is not a foreign limited liability partnership.

Source: L. 2003: Entire part added, p. 2311, § 217, effective July 1, 2004.

7-90-813. Title 12 limitations. Nothing in this part 8 shall be construed to permit a foreign entity to engage in a profession or occupation as described in title 12, C.R.S., for which there is a specific statutory provision applicable to the practice of such profession or occupation by a corporation or professional corporation in this state unless authorized under applicable provisions of title 12, C.R.S., or section 25-3-103.7, C.R.S.

Source: L. 2003: Entire part added, p. 2311, § 217, effective July 1, 2004. L. 2011: Entire section amended, (SB 11-084), ch. 112, p. 346, § 1, effective August 10.

PART 9

DELINQUENCY – DISSOLUTION UPON EXPIRATION

OF TERM – NOTICE TO CREDITORS BY ENFORCEMENT

OF CLAIMS AGAINST DISSOLVED ENTITIES

SUBPART 1

DELINQUENCY

7-90-901. Grounds for delinquency. (1) A domestic entity that is a reporting entity may be declared delinquent under section 7-90-902 if:

(a) The domestic entity does not pay any fee or penalty imposed by this title when it is due;

(b) The domestic entity does not comply with part 5 of this article, providing for reports from reporting entities; or

(c) The domestic entity does not comply with part 7 of this article, providing for registered agents and service of process.

(2) A foreign entity that is a reporting entity may be declared delinquent under section 7-90-902 if:

(a) The foreign entity does not pay any fee or penalty imposed by this title when it is due;

(b) The foreign entity does not comply with part 5 of this article, providing for reports from reporting entities;

(c) The foreign entity does not comply with part 7 of this article, providing for registered agents and service of process;

(d) The foreign entity does not deliver for filing an appropriate statement of change when necessary to make its statement of foreign entity authority true in all respects; or

(e) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of entity records in the jurisdiction under the law of which the foreign entity was formed to the effect that it no longer exists as the result of a dissolution or merger or otherwise.

Source: L. 2005: Entire part added, p. 1211, § 20, effective October 1.

7-90-902. Declaration of delinquency. (1) If the secretary of state determines that one or more grounds exist under section 7-90-901 for declaring an entity delinquent and the entity does not correct each ground for declaring it delinquent or demonstrate to the reasonable satisfaction of the secretary of state that such ground does not exist within sixty days after the secretary of state makes such determination, the entity becomes delinquent following the expiration of such sixty days.

(2) (Deleted by amendment, L. 2010, (HB 10-1403), ch. 404, p. 1998, § 20, effective August 11, 2010.)

Source: L. 2005: Entire part added, p. 1212, § 20, effective October 1. L. 2009: (2) amended, (HB 09-1248), ch. 252, p. 1133, § 17, effective December 1. L. 2010: Entire section amended, (HB 10-1403), ch. 404, p. 1998, § 20, effective August 11.

7-90-903. Effect of delinquency. (1) A delinquent entity may not maintain a proceeding in any court in this state for the collection of its debts until it has cured its delinquency pursuant to section 7-90-904 (1), (2), or (3).

(2) A court may stay a proceeding commenced by an entity until it determines whether the entity is delinquent. If the court determines that the entity is delinquent, it may further stay the proceeding until the entity cures its delinquency pursuant to section 7-90-904. If a delinquent entity cures its delinquency in accordance with section 7-90-904, no proceeding in any court in this state to which such entity is a party shall thereafter be dismissed by reason of that instance of delinquency.

(3) The delinquency of an entity does not terminate the authority of the registered agent of the entity.

(4) The existence of a domestic entity continues notwithstanding its delinquency.

(5) A delinquent domestic entity may be dissolved at any time and by any manner as may be provided or permitted by its constituent documents and organic statutes and, if it has failed to cure its delinquency for three years or more, the delinquent domestic entity may be dissolved pursuant to section 7-90-908.

Source: L. 2005: Entire part added, p. 1213, § 20, effective October 1.

7-90-904. Cure of delinquency. (1) A delinquent entity may cure its delinquency by:

(a) Delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement curing delinquency stating:

(I) The entity’s principal office address; and

(II) The entity’s registered agent’s name and address.

(b) (Deleted by amendment, L. 2008, p. 23, § 17, effective August 5, 2008.)

(2) In lieu of curing its delinquency pursuant to subsection (1) of this section, a delinquent foreign entity may cure its delinquency by causing to be delivered to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity withdrawal.

(3) A delinquent domestic entity may cure its delinquency by dissolving.

(4) (a) Except as provided in paragraphs (b) and (c) of this subsection (4), the entity name of an entity following the curing of its delinquency shall be the same as the entity name, determined without regard to section 7-90-601.6, of the entity at the time the entity cures its delinquency if such entity name complies with section 7-90-601 at the time the entity cures its delinquency. If such entity name would not be distinguishable on the records of the secretary of state as contemplated in section 7-90-601, the entity name of the entity following curing of its delinquency shall be such entity name followed by the words “delinquency cured” and the month, day, and year of the effective date of the statement curing delinquency.

(b) In the case of a foreign entity that cures its delinquency pursuant to subsection (2) of this section, the foreign entity name of the foreign entity shall be its foreign entity name at the time it cures its delinquency, determined without regard to section 7-90-601.6, as changed by section 7-90-601.7.

(c) In the case of a domestic entity that cures its delinquency pursuant to subsection (3) of this section, the domestic entity name of the domestic entity shall be its domestic entity name at the time it cures its delinquency, determined without regard to section 7-90-601.6, as changed by section 7-90-601.5.

Source: L. 2005: Entire part added, p. 1213, § 20, effective October 1. L. 2006: (4)(a) amended, p. 876, § 63, effective July 1. L. 2008: (1) amended, p. 23, § 17, effective August 5. L. 2009: (4)(a) amended, (HB 09-1248), ch. 252, p. 1134, § 18, effective May 14.

7-90-905. Appeal from declaration of delinquency. (1) An entity may appeal a declaration under section 7-90-902 (1) that it is delinquent to the district court for the county in this state in which the street address of the entity’s principal office is located, or, if the entity has no principal office in this state, to the district court for the county in which the street address of its registered agent is located or, if the entity has no registered agent, to the district court for the city and county of Denver within thirty days after the effective date of its delinquency. The entity shall commence such appeal by petitioning the court to set aside the declaration of its delinquency or to determine that the entity has cured its delinquency and attaching to the petition copies of such documents in the secretary of state’s records as may be relevant.

(2) The court may summarily order the secretary of state to take whatever action the court considers appropriate or may take any other action the court considers appropriate.

(3) The court’s order or decision may be appealed as in other civil proceedings.

Source: L. 2005: Entire part added, p. 1214, § 20, effective October 1. L. 2010: (1) amended, (HB 10-1403), ch. 404, p. 1999, § 21, effective August 11.

7-90-906. Limited liability partnerships and limited liability limited partnerships. Each limited liability partnership and limited liability limited partnership to which section 7-60-152 or section 7-64-1008 was applicable on September 30, 2005, shall be deemed delinquent pursuant to section 7-90-902 (1), effective October 1, 2005.

Source: L. 2005: Entire part added, p. 1214, § 20, effective October 1. L. 2010: Entire section amended, (HB 10-1403), ch. 404, p. 1999, § 22, effective August 11.

SUBPART 2

DISSOLUTION UPON EXPIRATION OF TERM

OR OF DELINQUENT ENTITY

7-90-907. Dissolution upon expiration of term – repeal.

(1) Repealed.

(2) (a) A domestic entity shall automatically dissolve upon the expiration of the period of duration, if any, stated in its constituent filed document.

(b) This subsection (2) is repealed, effective July 1, 2020.

Source: L. 2005: Entire part added, p. 1214, § 20, effective October 1. L. 2010: (1) repealed, (HB 10-1403), ch. 404, p. 1999, § 23, effective August 11. L. 2019: (2)(b) added by revision, (SB 19-086), ch. 166, pp. 1922, 1966, §§ 22, 72.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

7-90-908. Dissolution of delinquent entity. (1) If a delinquent domestic entity has failed to cure its delinquency for three years or more, any manager of the domestic entity may cause it to dissolve by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of dissolution of delinquent entity stating:

(a) The domestic entity name of the delinquent entity;

(b) The principal office address of the delinquent entity’s principal office;

(d) That, at least thirty days prior to the delivery of the statement of dissolution of delinquent entity to the secretary of state, the delinquent entity has delivered written notice of the delinquent entity’s plan to file a statement of dissolution of delinquent entity to all owners and other persons having authority under the organic statutes and under its constituent operating document to bring about or prevent dissolution of the entity and the delinquent entity has not received, as of the date the statement of dissolution of delinquent entity is delivered for filing to the secretary of state, written objections to dissolution from such number of such owners and other persons as would be sufficient to prevent voluntary dissolution of the delinquent entity under the organic statutes and its constituent operating document.

(2) A delinquent domestic entity is dissolved upon the effective date of its statement of dissolution of delinquent entity.

Source: L. 2005: Entire part added, p. 1215, § 20, effective October 1.

7-90-909. Notice of dissolution upon expiration of term. (Repealed)

Source: L. 2005: Entire part added, p. 1215, § 20, effective October 1. L. 2010: Entire section repealed, (HB 10-1403), ch. 404, p. 2000, § 24, effective August 11.

7-90-910. Effect of dissolution under section 7-90-907 or 7-90-908. [Editor’s note: This version of this section is effective until July 1, 2020.] A domestic entity that is dissolved pursuant to section 7-90-907 or 7-90-908 continues its existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, and to give notice to claimants, in accordance with the organic statutes.

7-90-910. Effect of dissolution under section 7-90-908. [Editor’s note: This version of this section is effective July 1, 2020.] A domestic entity that is dissolved pursuant to section 7-90-908 continues its existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, and to give notice to claimants, in accordance with the organic statutes.

Source: L. 2005: Entire part added, p. 1215, § 20, effective October 1. L. 2007: Entire section amended, p. 244, § 40, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1922, § 23, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.

SUBPART 3

NOTICE TO CREDITORS BY DISSOLVED ENTITIES –

ENFORCEMENT OF CLAIMS AGAINST DISSOLVED ENTITIES

7-90-911. Disposition of known claims by notification. (1) A dissolved domestic entity may dispose of claims against it by following the procedures described in this section.

(2) A dissolved domestic entity may deliver written notice under this subsection (2) to any person at any time on or after the effective date of the dissolution. The notice contemplated in this subsection (2) shall state that, unless sooner barred by any other statute limiting actions, any claim of that person against the dissolved domestic entity will be barred if an action to enforce the claim is not commenced by a deadline that is stated in the notice, which deadline shall not be less than two years after the delivery of notice. The notice may contain such other information as the dissolved entity determines to include, including information regarding procedures facilitating the processing of claims against the dissolved entity; except that no obligations on persons having claims against the dissolved entity shall be imposed or implied that do not exist at law.

(3) Unless sooner barred by any other statute limiting actions, a person’s claim against the dissolved domestic entity is barred if the dissolved entity delivers a notice of dissolution as contemplated by subsection (2) of this section and an action to enforce the claim is not commenced by the deadline stated in the notice.

(4) (a) For purposes of this section, “claim” does not include a contingent liability or a claim based on an event occurring after the effective date of dissolution. For purposes of this section, an action to enforce a claim includes an arbitration under any agreement for binding arbitration between the dissolved domestic entity and the person making the claim and includes a civil action.

(b) For purposes of this section and sections 7-90-912 and 7-90-913, “dissolved domestic entity” means a dissolved domestic cooperative other than a domestic cooperative formed under article 55 of this title, a dissolved domestic corporation, a dissolved domestic limited liability company, or a dissolved domestic nonprofit corporation.

Source: L. 2006: Entire section added, p. 876, § 64, effective July 1.

7-90-912. Disposition of claims by publication. (1) A dissolved domestic entity may publish notice of its dissolution and request that persons with claims against the dissolved domestic entity present them in accordance with the notice.

(2) The notice contemplated in subsection (1) of this section shall:

(a) Be published one time in a newspaper of general circulation in the county in this state in which the street address of the dissolved domestic entity’s principal office is or was last located or, if the dissolved domestic entity has not had a principal office in this state, in the county in which the street address of its registered agent is or was last located; and

(b) State that, unless sooner barred by any other statute limiting actions, any claim against the dissolved entity will be barred if an action to enforce the claim is not commenced within five years after the publication of the notice or within four months after the claim arises, whichever is later. The notice may contain such other information as the dissolved entity determines to include, including information regarding procedures facilitating the processing of claims against the dissolved entity; except that no obligations on persons having claims against the dissolved entity shall be imposed or implied that do not exist at law.

(3) If the dissolved domestic entity publishes a notice in accordance with subsection (2) of this section, then, unless sooner barred under section 7-90-911 or under any other statute limiting actions, the claim of any person against the dissolved domestic entity is barred unless the person commences an action to enforce the claim within five years after the publication date of the notice or within four months after the claim arises, whichever is later.

(4) For purposes of this section and except where permitted to be disposed of under section 7-90-911, “claim” means any claim, excluding claims of this state, whether known, due or to become due, absolute or contingent, liquidated or unliquidated, founded on contract, tort, or other legal basis, or otherwise. For purposes of this section, an action to enforce a claim includes an arbitration under any agreement for binding arbitration between the dissolved domestic entity and the person making the claim and includes a civil action.

(5) This section shall not apply to a claim with respect to which notice has been delivered by a dissolved domestic entity under section 7-90-911.

Source: L. 2006: Entire section added, p. 876, § 64, effective July 1. L. 2007: (4) amended, p. 245, § 41, effective May 29.

7-90-913. Enforcement of claims against a dissolved domestic entity. (1) A claim may be enforced under section 7-90-911 or 7-90-912:

(a) Against the dissolved domestic entity to the extent of its undistributed assets; and

(b) If assets have been distributed in liquidation, against an owner of the dissolved domestic entity; except that an owner’s total liability for all claims under this section shall not exceed the total value of assets distributed to the owner, as such value is determined at the time of distribution. Any owner required to return any portion of the value of assets received by the owner in liquidation shall be entitled to contribution from all other owners. Each such contribution shall be in accordance with the contributing owner’s rights and interests and shall not exceed the value of the assets received by the contributing owner in liquidation.

Source: L. 2006: Entire section added, p. 876, § 64, effective July 1.

7-90-914. Court proceedings. [Editor’s note: This section is effective July 1, 2020.] (1) (a) A dissolved domestic entity that has published a notice under section 7-90-912 may file an application with the court for the county in this state in which the street address of the domestic entity’s principal office or the street address of its registered agent is located for a determination of the amount and form of security to be provided for payment of claims that:

(I) Are contingent;

(II) Have not been made known to the dissolved domestic entity; or

(III) Arise from an event that had not occurred as of the effective date of dissolution but, based on the facts known to the dissolved domestic entity, is reasonably anticipated to occur after the effective date of dissolution.

(b) Provision need not be made for any claim that is, or is reasonably anticipated to be, barred under section 7-90-912 (3).

(2) Within ten days after the filing of the application, the dissolved domestic entity shall give notice of the proceeding to each claimant holding a contingent claim whose contingent claim is shown on the records of the dissolved domestic entity.

(3) The court may appoint a guardian ad litem to represent all claimants whose identities are unknown in any proceeding brought under this section. The dissolved entity shall pay the reasonable fees and expenses of the guardian ad litem, including all reasonable expert witness fees.

(4) Provision by the dissolved entity for security in the amount and the form ordered by the court under subsection (1) of this section satisfies the dissolved entity’s obligations with respect to claims that are contingent, have not been made known to the dissolved entity, or arise from an event occurring after the effective date of dissolution, and the claims may not be enforced against an owner who received assets in liquidation.

Source: L. 2019: Entire section added, (SB 19-086), ch. 166, p. 1922, § 24, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act adding this section applies to conduct occurring on or after July 1, 2020.

7-90-915. Manager duties. [Editor’s note: This section is effective July 1, 2020.] (1) A manager shall cause the dissolved domestic entity to discharge or make reasonable provision for the payment of claims and make distributions of assets to owners after payment or provision for claims.

(2) A manager of a dissolved domestic entity that has disposed of claims under section 7-90-911, 7-90-912, or 7-90-914 is not liable for breach of subsection (1) of this section with respect to claims against the dissolved domestic entity that are barred or satisfied under section 7-90-911, 7-90-912, or 7-90-914.

Source: L. 2019: Entire section added, (SB 19-086), ch. 166, p. 1923, § 24, effective July 1, 2020.

Editor’s note: Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act adding this section applies to conduct occurring on or after July 1, 2020.

PART 10

REINSTATEMENT OF DISSOLVED ENTITIES

7-90-1001. Reinstatement after dissolution. Any domestic entity as to which a constituent filed document has been filed by, or placed in the records of, the secretary of state and that has been dissolved may be reinstated under this part 10; except that this part 10 shall not apply to domestic general partnerships or to limited partnerships formed under article 61 of this title that have not elected to be governed by article 62 of this title.

Source: L. 2003: Entire part added, p. 2311, § 217, effective July 1, 2004. L. 2004: Entire section amended, p. 1494, § 242, effective July 1.

7-90-1002. Vote or consent required – effect of opposition. (1) An entity eligible for reinstatement under section 7-90-1001 may be reinstated upon compliance with the following conditions:

(a) The affirmative vote or consent shall have been obtained from owners and other persons entitled to vote or consent at that time that is:

(I) Required for reinstatement under its constituent operating document; or

(II) If its constituent operating document does not state the vote or consent required for reinstatement, sufficient for dissolution under the organic statutes, or such greater or lesser vote or consent as is required for dissolution under its constituent operating document;

(b) Except as otherwise provided in the constituent operating document, the owners and other persons having authority under the entity’s organic statutes and under its constituent operating document to bring about or prevent dissolution of the entity shall not have, before or at the time of the vote or consent required by paragraph (a) of this subsection (1), voted against reinstatement or delivered to the entity their written objection to reinstatement;

(c) In the case of an entity dissolved in an involuntary or judicial proceeding initiated by one or more of the owners, the affirmative vote or consent of each such owner shall have been obtained and shall be included in the vote or consent required by paragraph (a) of this subsection (1);

(d) In the case of an entity dissolved in a proceeding initiated by one or more creditors of the entity, the obligations of the entity to each such creditor shall have been satisfied or discharged in full; and

(e) In the case of an entity dissolved in a proceeding initiated by the attorney general, all grounds for the dissolution asserted by the attorney general shall have been remedied, and the attorney general shall have consented to the reinstatement.

(2) To the extent that an entity’s constituent operating document or the organic statutes provide for the voting rights of owners or other persons, for the calling of meetings, for notices of meetings, for consents and actions of owners and other persons without a meeting, for establishing a record date for meetings, or for other matters concerning the voting or consent of owners and other persons, such provisions shall govern the vote or consent required by paragraph (a) of subsection (1) of this section with respect to the entity and the vote or objection of owners and other persons provided for in paragraph (b) of subsection (1) of this section with respect to the entity.

(3) This section shall not apply to a domestic entity that is described in this subsection (3) and that was administratively dissolved for any reason other than the expiration of the period of duration stated in its constituent filed document until the later of January 1, 2006, or the following date, as applicable:

(a) In the case of a corporation that was administratively dissolved after July 1, 2002, the date that is three years after the date it was administratively dissolved;

(b) In the case of a nonprofit corporation that was administratively dissolved after July 1, 1999, the date that is six years after the date it was administratively dissolved;

(c) In the case of a limited liability company that was administratively dissolved after July 1, 2001, the date that is four years after the date it was administratively dissolved.

Source: L. 2003: Entire part added, p. 2311, § 217, effective July 1, 2004. L. 2004: IP(1), (1)(a)(II), (1)(b), (1)(c), and (2) amended, p. 1494, § 243, effective July 1. L. 2005: (1)(b) and (2) amended and (3) added, p. 1216, § 21, effective October 1.

7-90-1003. Articles of reinstatement. (1) In order to reinstate an entity under this part 10, articles of reinstatement shall be delivered to the secretary of state, for filing pursuant to part 3 of this article stating:

(a) The domestic entity name of the entity;

(a.5) The domestic entity name of the entity following reinstatement, which entity name shall comply with section 7-90-1004;

(b) The date of formation of the entity;

(d) The date of dissolution of the entity, if known;

(e) (Deleted by amendment, L. 2006, p. 878, § 65, effective July 1, 2006.)

(f) A statement that all applicable conditions of section 7-90-1002 have been satisfied;

(g) The principal office address of the entity’s principal office; and

(h) The registered agent name and registered agent address of the entity’s registered agent.

(2) If the constituent-filed document referred to in section 7-90-1001 is no longer in the publicly-accessible electronic records of the secretary of state at the time articles of reinstatement are delivered to the secretary of state for filing, the entity shall cause a true and complete copy of its constituent filed document to be attached to its articles of reinstatement.

Source: L. 2003: Entire part added, p. 2312, § 217, effective July 1, 2004. L. 2005: (1)(a) and (1)(e) amended, p. 1217, § 22, effective October 1. L. 2006: (1)(a.5) added and (1)(e) amended, p. 878, § 65, effective July 1.

7-90-1004. Entity name upon reinstatement. The domestic entity name of a domestic entity following reinstatement shall be the domestic entity name, determined without regard to section 7-90-601.5, of the domestic entity at the time of reinstatement if such domestic entity name complies with section 7-90-601 at the time of reinstatement. If that domestic entity name does not comply with section 7-90-601, the domestic entity name of the domestic entity following reinstatement shall be that domestic entity name followed by the word “reinstated” and the month, day, and year of the effective date of the articles of reinstatement.

Source: L. 2003: Entire part added, p. 2313, § 217, effective July 1, 2004. L. 2004: Entire section amended, p. 1495, § 244, effective July 1. L. 2005: Entire section amended, p. 1217, § 23, effective October 1. L. 2006: Entire section amended, p. 879, § 66, effective July 1. L. 2009: Entire section amended, (HB 09-1248), ch. 252, p. 1134, § 19, effective May 14.

7-90-1005. Effect of reinstatement. (1) Subject to subsection (2) of this section, upon reinstatement, the existence of the entity shall be deemed for all purposes to have continued without interruption; the entity resumes carrying on its business or conducting its activities as if dissolution had never occurred; any debt, obligation, or liability incurred by the entity or an owner or manager of the entity before or after the dissolution shall be determined as if dissolution had never occurred; and, if the entity was, at the time of its dissolution, a limited liability limited partnership, it continues, upon reinstatement, to be a limited liability limited partnership.

(2) The rights of owners and other persons arising by reason of reliance on the dissolution before those persons had notice of the reinstatement shall not be adversely affected by the reinstatement.

Source: L. 2003: Entire part added, p. 2313, § 217, effective July 1, 2004. L. 2004: (1) amended, p. 1495, § 245, effective July 1.

selected statutes.

Colorado Statutes – Colorado Corporations and Associations Act; Art. 90

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