Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-90-1001 Reinstatement after dissolution
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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 li…
Colo. Rev. Stat. § 7-90-1002 Vote or consent required - effect of opposition
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(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) Requi…
Colo. Rev. Stat. § 7-90-1003 Articles of reinstatement
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(1) To reinstate under this part 10 an entity that has been dissolved for fewer than two years, an individual named in the articles of reinstatement shall deliver articles of reinstatement to the secretary of state for filing pursuant to part 3 of this article 90 stating: (a) The…
Colo. Rev. Stat. § 7-90-1004 Entity name upon reinstatement
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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…
Colo. Rev. Stat. § 7-90-1005 Effect of reinstatement
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(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; a…
Colo. Rev. Stat. § 7-90-101 Short title
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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.
Colo. Rev. Stat. § 7-90-102 Definitions
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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, a street address, or an address for delivery of an electronic transmissio…
Colo. Rev. Stat. § 7-90-102.5 Relationship between constituent documents and organic statutes
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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.
Colo. Rev. Stat. § 7-90-103 Reservation of power to amend or repeal
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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.
Colo. Rev. Stat. § 7-90-104 Nonapplication of uniform commercial code to owner's interest
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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,…
Colo. Rev. Stat. § 7-90-105 Notice
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(1) Except as otherwise provided in section 7-90-403 with respect to notice given by the secretary of state, notice given pursuant to this title 7 must be in writing unless oral notice is reasonable under the circumstances. (2) Notice may be given in person or by telephone, elect…
Colo. Rev. Stat. § 7-90-106 Relation to electronic signatures in global and national commerce act
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This article 90 modifies, limits, or supersedes the federal “Electronic Signatures in Global and National Commerce Act”, 15 U.S.C. sec. 7001 et seq., but does not modify, limit, or supersede section 101 (c) of that act, 15 U.S.C. sec. 7001 (c), or authorize electronic delivery of…
Colo. Rev. Stat. § 7-90-107 Protection of member-specific data - nonprofit entities - rights and remedies - legislative declaration
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(1) The general assembly finds and declares that: (a) Given the long-held protection of the fundamental rights of association and privacy under the constitutions of the United States and the state of Colorado, it is in the public interest to prohibit public agencies from collecti…
Colo. Rev. Stat. § 7-90-201 Conversion of an entity
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(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 entit…
Colo. Rev. Stat. § 7-90-201.3 Plan of conversion
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(1) 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 enti…
Colo. Rev. Stat. § 7-90-201.4 Approval of plan of conversion
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(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 c…
Colo. Rev. Stat. § 7-90-201.7 Statement of conversion - when conversion effective
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(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 constituen…
Colo. Rev. Stat. § 7-90-202 Effect of conversion - entity unchanged
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(1) 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…
Colo. Rev. Stat. § 7-90-203 Merger of entities
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(1) 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) One or more domestic entities may…
Colo. Rev. Stat. § 7-90-203.1 Exchange of owner's interest
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(1) One or more domestic entities may acquire all owner's interests of any other entity or all of one or more classes, series, or types, in exchange for owner's interests or other securities, obligations, rights to acquire owner's interests, or other securities, cash, property, o…
Colo. Rev. Stat. § 7-90-203.3 Plan of merger - plan of exchange
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(1) A plan of merger 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 each of the merging entities; (b) The entity name or, for an entity that has no e…
Colo. Rev. Stat. § 7-90-203.4 Approval of plan of merger or exchange
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(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 7-1…
Colo. Rev. Stat. § 7-90-203.7 Statement of merger - when merger effective
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(1) 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 t…
Colo. Rev. Stat. § 7-90-203.8 Statement of owner's interest exchange
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(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 owne…
Colo. Rev. Stat. § 7-90-204 Effect of merger
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(1) When a merger takes effect: (a) 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; al…
Colo. Rev. Stat. § 7-90-204.3 Effect of an exchange
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When an exchange takes effect, the owner's interests of each acquired entity are exchanged as provided in the plan, and the former holders of the owner's interests are entitled only to the exchange rights provided in the statement of owner's interest exchange or to their rights u…
Colo. Rev. Stat. § 7-90-204.5 Foreign entity resulting from conversion or surviving merger
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(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 ent…
Colo. Rev. Stat. § 7-90-205 Scope of article - article not exclusive - repeal. (Repealed)
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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: Subsection (2) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1919, 1966.) 7-90-2…
Colo. Rev. Stat. § 7-90-205.5 Abandonment or amendment of plan of merger, plan of conversion, or plan of exchange
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(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 …
Colo. Rev. Stat. § 7-90-206 Appraisal rights, prohibitions, restrictions, and requirements
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(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, conve…
Colo. Rev. Stat. § 7-90-301 Filing requirements
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(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 documen…
Colo. Rev. Stat. § 7-90-301.5 Act of causing document to be delivered for filing
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(1) By causing a document to be delivered to the secretary of state for filing pursuant to this part 3, an individual affirms, under penalty of perjury, that: (a) The document is the individual's act and deed or that the individual in good faith believes that the document is the …
Colo. Rev. Stat. § 7-90-302 Forms and cover sheets - secretary of state to furnish upon request
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(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 o…
Colo. Rev. Stat. § 7-90-303 Filing, service, and copying fees - subpoenas
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(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; (c) Furnishing a copy of any filed document; or (d) (De…
Colo. Rev. Stat. § 7-90-304 Effective time and date of filed document
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(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 …
Colo. Rev. Stat. § 7-90-304.5 Restated constituent filed document
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(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…
Colo. Rev. Stat. § 7-90-305 Correcting filed document
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(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 fi…
Colo. Rev. Stat. § 7-90-305.5 Statement of change
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(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 deliv…
Colo. Rev. Stat. § 7-90-306 Filing duty of secretary of state - manner of filing - definition
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(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 require…
Colo. Rev. Stat. § 7-90-307 Appeal from secretary of state's refusal to file document
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(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…
Colo. Rev. Stat. § 7-90-308 Evidentiary effect of copy of filed document
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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…
Colo. Rev. Stat. § 7-90-309 Certificates issued by secretary of state
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(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…
Colo. Rev. Stat. § 7-90-310 Proof of delivery for filing
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(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 s…
Colo. Rev. Stat. § 7-90-311 Powers. (Repealed)
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Source: L. 97: Entire article added, p. 1522, � 21, effective June 3. L. 98: Entire section repealed, p. 622, � 23, effective July 1.
Colo. Rev. Stat. § 7-90-312 Restated constituent filed documents. (Repealed)
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Source: L. 97: Entire article added, p. 1522, � 21, effective June 3. L. 99: Entire section repealed, p. 617, � 3, effective August 4.
Colo. Rev. Stat. § 7-90-313 Remedy for failure or refusal to file - presumptions
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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 addr…
Colo. Rev. Stat. § 7-90-314 Fraudulent filings - complaint - review - referral to attorney general - referral to administrative law judge - marking filing as fraudulent - deceptive trade practice - definition
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(1) Fraudulent filings. The following actions are prohibited:(a) Including the name of a person on a document filed in the secretary of state’s office under this part 3 without the named person’s written consent if the person is included in the filing as: (I) The registered agent…
Colo. Rev. Stat. § 7-90-315 Working group - report - repeal. (Repealed)
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Source: L. 2022: Entire section added, (SB 22-034), ch. 326, p. 2299, � 1, effective February 1, 2023. Editor's note: Subsection (5) provided for the repeal of this section, effective July 1, 2023. (See L. 2022, p. 2299.)
Colo. Rev. Stat. § 7-90-401 Powers
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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,…
Colo. Rev. Stat. § 7-90-402 Interrogatories by secretary of state
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(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…