Title 7, Corporations and Associations

0 chapters · 1,168 sections in this title.

1,168 sectionsFiltered byTitle 7

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…
Colo. Rev. Stat. § 7-90-403 Notices by the secretary of state
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(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…
Colo. Rev. Stat. § 7-90-404 Distribution of information - student loan repayment and loan forgiveness programs
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(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…
Colo. Rev. Stat. § 7-90-501 Periodic reports
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(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) (Delet…
Colo. Rev. Stat. § 7-90-502 Statement of person named in filed document. (Repealed)
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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 sect…
Colo. Rev. Stat. § 7-90-601 Entity name
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(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; an…
Colo. Rev. Stat. § 7-90-601.5 Domestic entity name and trade name of dissolved domestic entity
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(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. 200…
Colo. Rev. Stat. § 7-90-601.6 Entity name of delinquent entity
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(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 …
Colo. Rev. Stat. § 7-90-601.7 Foreign entity name and trade name of withdrawn foreign entity
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(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 …
Colo. Rev. Stat. § 7-90-602 Reserved entity name
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(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 …
Colo. Rev. Stat. § 7-90-603 Assumed entity name of foreign entity
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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…
Colo. Rev. Stat. § 7-90-604 Registered true name of a foreign entity
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(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 a…
Colo. Rev. Stat. § 7-90-701 Registered agent - definition
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(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 is: …
Colo. Rev. Stat. § 7-90-702 Change or resignation of registered agent
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(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 differe…
Colo. Rev. Stat. § 7-90-703 Correction of registered agent
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(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 na…
Colo. Rev. Stat. § 7-90-704 Service on entities
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(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 …
Colo. Rev. Stat. § 7-90-705 Change of principal office address
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(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 7-90-30…
Colo. Rev. Stat. § 7-90-706 Application to dissolved or delinquent entities. (Repealed)
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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. [Edito…
Colo. Rev. Stat. § 7-90-707 Commercial registered agent
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(1) [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 listi…
Colo. Rev. Stat. § 7-90-708 Termination of commercial registered agent listing
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(1) [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 reg…
Colo. Rev. Stat. § 7-90-709 Change of commercial registered agent name or address
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(1) [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 regi…
Colo. Rev. Stat. § 7-90-710 Listing of entities represented by commercial registered agents
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[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 nam…
Colo. Rev. Stat. § 7-90-801 Authority to transact business or conduct activities required
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(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 n…
Colo. Rev. Stat. § 7-90-802 Consequences of transacting business or conducting activities without authority
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(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 …
Colo. Rev. Stat. § 7-90-803 Statement of foreign entity authority to transact business or conduct activities
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(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 forme…
Colo. Rev. Stat. § 7-90-804 Change of statement of foreign entity authority to transact business or conduct activities
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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…
Colo. Rev. Stat. § 7-90-805 Effect of statement of foreign entity authority
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(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 tran…
Colo. Rev. Stat. § 7-90-806 Withdrawal of foreign entity
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(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 tr…
Colo. Rev. Stat. § 7-90-807 Service on withdrawn foreign entity
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(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 wa…