(1) Prima facie evidence of the existence of an entity and the authority of one or more persons to act on behalf of an entity to convey, encumber, or otherwise affect title to real property may be shown as provided in this section.
(2) As used in this section, unless the context otherwise requires:
(a) Entity means a person as defined in section 2-4-401, C.R.S., other than an individual, capable of holding title to real property.
(b) Entity description means the type of entity and may also include the name of the state, country, or other governmental authority under whose laws it was formed.
(c) Recorded means recorded with the county clerk and recorder of the county in which the real property is situated.
(d) Statement of authority means an instrument executed on behalf of the entity that contains:
(I) The name of the entity;
(II) The type of entity and the state, country, or other governmental authority under whose laws it was formed;
(III) A mailing address for the entity; and
(IV) The name or position of the person authorized to execute instruments conveying, encumbering, or otherwise affecting title to real property on behalf of the entity.
(3) Prima facie evidence of the existence of an entity that executed a recorded instrument purporting to convey, encumber, or otherwise affect title to real property may be shown by any one or more of the following recorded instruments:
(a) The instrument itself, if that instrument uses the same name and the same entity description, if any, as appeared in the instrument by which the entity purported to acquire title to the real property or any part thereof or any interest therein; or
(b) Another instrument that is required by law to be recorded to enable the entity to hold or convey title to real property; or
(c) Another instrument that is permitted by law to be recorded, that names the entity and gives the entity description of the entity and, that by law is prima facie evidence of the facts recited in the instrument insofar as such facts affect title to real property.
(4) Prima facie evidence of the authority of the person that executed an instrument on behalf of an entity purporting to convey, encumber, or otherwise affect title to real property may be shown by any one or more of the following recorded instruments:
(a) An instrument that is required or permitted by law to be recorded in order to evidence the authority of one or more persons by name or by position to execute instruments conveying, encumbering, or otherwise affecting title to real property on behalf of the entity; or
(b) A certified copy of an instrument on file with any agency or department of any state, country, or other governmental authority that evidences the authority of one or more persons by name or by position to execute instruments conveying, encumbering, or otherwise affecting title to real property on behalf of the entity; or
(c) A statement of authority.
(5) A statement of authority may contain any limitation as may exist upon the authority of the person named in the statement or holding the position described in the statement to bind the entity and any other matters concerning the manner in which the entity deals with any interest in real property. Upon recording, a statement of authority shall constitute prima facie evidence of the facts recited in the statement of authority insofar as the facts affect title to real property and prima facie evidence of the authority of the person executing the statement of authority to execute and record the statement of authority on behalf of the entity.
(6) Any recorded instrument described in subsection (4) of this section may be amended or superseded by the recording of a subsequent instrument of the type described in subsection (4) of this section. The absence of any limitation described in subsection (5) of this section in a recorded instrument described in subsection (4) of this section shall be prima facie evidence that no such limitations exist.
Source: L. 97: Entire section added, p. 1525, � 23, effective June 3. L. 98: IP(3), IP(4), and (5) amended, p. 627, � 39, effective July 1.
38-30-173. Survival of remedies and title to corporate property after dissolution - nonprofit corporations. (1) This section shall apply to nonprofit corporations that were dissolved before July 1, 1998, and either formed under articles 20 to 29 of title 7, C.R.S., or elected or could have elected to accept such articles as set forth in articles 20 to 29 of title 7, C.R.S.; except that this section shall not apply to any corporation that was dissolved by operation of law before July 1, 1998, as a consequence of the suspension of such corporation and was eligible for reinstatement or restoration, renewal, and revival on June 30, 1998.
(2) The dissolution of a corporation shall not eliminate or impair any remedy available to or against the corporation or its directors, officers, or members for any right or claim existing on dissolution or any liability incurred prior to such dissolution if an action or other proceeding is commenced within two years after the date of the dissolution; except that this subsection (2) shall not apply to any action affecting the title to real estate. Any action or proceeding by or against the corporation may be prosecuted or defended by the corporation in its corporate name. The members, directors, and officers of the corporation shall have the power to take such corporate and other action as shall be necessary or appropriate to effect any remedy available to the corporation, or defend any action or proceeding against the corporation.
(3) (a) After dissolution of the corporation, title to any property of the corporation not previously distributed or disposed of by the corporation shall remain in the corporation. The majority of the surviving members of the last acting board of directors as named in the files of the secretary of state shall have the power and ability to:
(I) Sue and be sued in the corporate name, and, for purposes of suit against such corporation, each director is an agent for service of process; and
(II) Act on behalf of and in the name of such corporation to convey and dispose of any corporate property not distributed or disposed of in the dissolution.
(b) Final disposition of such property shall be made by the majority of the surviving directors in the manner provided by law at the time of the dissolution of the corporation. On the date of the death of the last survivor of the directors, the public trustee of the county in which the property owned by such corporation is situated shall have the power and authority to act on behalf of and in the name of such corporation to convey and dispose of the property.
Source: L. 98: Entire section added, p. 627, � 40, effective July 1.
Editor's note: (1) Articles 20 to 29 of title 7, referenced in subsection (1), were repealed, effective July 1, 1998.
(2) Current provisions concerning nonprofit corporations are located in articles 121 to 137 of title 7.