SENATE BILL 97233
BY SENATOR Mutzebaugh;
also REPRESENTATIVES T. Williams, Kaufman, Owen,
Schauer, and Young.
CONCERNING ENTITIES, AND, IN CONNECTION THEREWITH,
AMENDING PROVISIONS RELATING TO LIMITED LIABILITY PARTNERSHIPS
AND LIMITED LIABILITY COMPANIES AND PROVISIONS AFFECTING TITLE
AND DISPOSAL OF PROPERTY BY ENTITIES, AND SPECIFYING METHODS FOR
CONVERSION OR MERGER OF DIFFERENT TYPES OF ENTITIES.
Be it enacted by the General Assembly of the State
of Colorado:
SECTION 1. The
introductory portion to 760145 (1) and 760145
(1) (a) and (3), Colorado Revised Statutes, 1986 Repl. Vol., as
amended, are amended to read:
760145. Name of registered
limited liability partnership. (1) The
name of each registered limited liability partnership OR REGISTERED
LIMITED LIABILITY LIMITED PARTNERSHIP, as set forth in its registration
statement:
(a) Shall, IN THE CASE OF A LIMITED LIABILITY
PARTNERSHIP, contain the words "registered limited liability
partnership" or "limited liability partnership"
or the abbreviation "L.L.P.", "LLP", "R.L.L.P.",
or "RLLP", AND SHALL, IN THE CASE OF A REGISTERED LIMITED
LIABILITY LIMITED PARTNERSHIP, COMPLY WITH SECTION 762102;
(3) The name
of a registered limited liability partnership shall be treated
as the name of a limited partnership for purposes of the application
of sections 762103 and 771101 and part
3 of article 35 of title 24, C.R.S.
SECTION 2. 762102
(1) (a) and (1) (b), Colorado Revised Statutes, 1986 Repl. Vol.,
are amended, and the said 762102 is further amended
BY THE ADDITION OF A NEW SUBSECTION, to read:
762102. Name of limited
partnership. (1) The name of
each limited partnership as set forth in its certificate of limited
partnership:
(a) Shall contain the words "limited
partnership", "limited", or "company"
or the abbreviation "L.P.", "Ltd.", or "Co."
OR, IN THE CASE OF A LIMITED LIABILITY LIMITED PARTNERSHIP:
(I) SHALL CONTAIN THE WORDS "LIMITED
LIABILITY LIMITED PARTNERSHIP" OR THE ABBREVIATION "L.L.L.P."
OR "LLLP"; OR
(II) SHALL CONTAIN THE WORDS "LIMITED
PARTNERSHIP", "LIMITED", OR "COMPANY"
OR THE ABBREVIATION "L.P.", "LP", "LTD.",
OR "CO." AND THE WORDS "REGISTERED LIMITED LIABILITY
PARTNERSHIP" OR "LIMITED LIABILITY PARTNERSHIP"
OR THE ABBREVIATION "L.L.P.", "LLP", "R.L.L.P.",
OR "RLLP";
(b) May not
contain the name of a limited partner unless it is also the name
of a general partner or the corporate name of a corporate general
partner or unless the business of the limited partnership had
been carried on under that name before the admission of that limited
partner;
(3) WHEN THE NAME OF A LIMITED LIABILITY
LIMITED PARTNERSHIP IN THE RECORDS OF THE OFFICE OF THE SECRETARY
OF STATE IS THE SAME AS THAT SET FORTH IN A CERTIFICATE OF LIMITED
PARTNERSHIP, AMENDED CERTIFICATE OF LIMITED PARTNERSHIP, OR REGISTRATION
STATEMENT DELIVERED ON OR AFTER MAY 24, 1995, FOR FILING BY THE
SECRETARY OF STATE 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 WAS 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 DELIVERY AND FILING OF SUCH
DOCUMENTS AND THE MODIFICATION OF THE NAME OF THE LIMITED PARTNERSHIP
BY SUCH ADDITIONAL WORD OR INITIAL MAY BE SET FORTH IN AN AFFIDAVIT
EXECUTED BY A GENERAL PARTNER OF THE LIMITED PARTNERSHIP OR A
STATEMENT OF AUTHORITY EXECUTED PURSUANT TO SECTION 3830171,
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 THE COUNTY IN WHICH THE REAL
PROPERTY WITHIN THIS STATE IS SITUATED OR, IN THE CASE OF OTHER
PROPERTY OR DEALINGS OF THE LIMITED PARTNERSHIP, THE CLERK AND
RECORDER OF THE COUNTY WHERE THE PRINCIPAL OR REGISTERED OFFICE
OF THE LIMITED PARTNERSHIP IS LOCATED.
SECTION 3. 762203
(2), Colorado Revised Statutes, 1986 Repl. Vol., is amended to
read:
762203. Cancellation of
certificate. (2) The cancellation
of the certificate of limited partnership shall not affect the
limited liability of the limited
partners during the period of winding up and termination of the
partnership.
SECTION 4. 762303
(1), Colorado Revised Statutes, 1986 Repl. Vol., is amended to
read:
762303. Liability to third
parties. (1) (a) Except
as provided in subsection (4) of this section,
A limited partner is not liable for the obligations of a limited
partnership INCURRED WHILE IT IS NOT A REGISTERED LIMITED LIABILITY
LIMITED PARTNERSHIP unless he
THE LIMITED PARTNER is also a general partner or, in addition
to the exercise of his
THE LIMITED PARTNER'S rights and powers as a limited partner,
he THE
LIMITED PARTNER participates in the control of the business. However,
if the limited partner participates in the control of the business
he AT
THE TIME SUCH LIABILITY IS INCURRED, THE LIMITED PARTNER is liable
only to persons who transact business with the limited partnership
reasonably believing (notwithstanding the fact that the limited
partner is not designated as a general partner in the certificate
of limited partnership), based upon the limited partner's conduct,
that the limited partner is a general partner AT THE TIME SUCH
LIABILITY IS INCURRED.
(b) A LIMITED PARTNER OF A REGISTERED
LIMITED LIABILITY LIMITED PARTNERSHIP IS NOT LIABLE FOR THE OBLIGATIONS
OF THE PARTNERSHIP INCURRED WHILE IT IS A REGISTERED LIMITED LIABILITY
LIMITED PARTNERSHIP.
SECTION 5. 762303
(4), Colorado Revised Statutes, 1986 Repl. Vol., is repealed as
follows:
762303. Liability to third
parties. (4) A
limited partner who knowingly permits his name to be used in the
name of the limited partnership, except under circumstances permitted
by section 762102 (1) (b), is liable to creditors
who extend credit to the limited partnership without actual knowledge
that the limited partner is not a general partner.
SECTION 6. 762401,
Colorado Revised Statutes, 1986 Repl. Vol., is amended to read:
762401. Admission of additional
general partners. (1) After
the filing of a limited partnership's original certificate of
limited partnership, additional general partners may be admitted
as provided in writing in the partnership agreement or, if the
partnership agreement does not so provide, with the written consent
of all partners.
(2) UPON THE WITHDRAWAL OF THE LAST REMAINING
GENERAL PARTNER, UNLESS OTHERWISE PROVIDED IN WRITING IN THE PARTNERSHIP
AGREEMENT FOR THE ADMISSION OF A GENERAL PARTNER, ONE OR MORE
PERSONS WHO CONSENT TO BE GENERAL PARTNERS SHALL BE ADMITTED AS
FOLLOWS:
(a) A MAJORITY OF THE LIMITED PARTNERS
MAY ADMIT ONE OR MORE GENERAL PARTNERS; AND
(b) IF A MAJORITY OF THE LIMITED PARTNERS
FAILS TO ACT WITHIN A REASONABLE TIME, THE DISTRICT COURT FOR
THE COUNTY IN WHICH THE REGISTERED AGENT IS LOCATED SHALL, UPON
THE APPLICATION OF ANY LIMITED PARTNER, ADMIT ONE OR MORE GENERAL
PARTNERS. SUCH COURT MAY APPOINT A CUSTODIAN TO MANAGE THE BUSINESS
OF THE LIMITED PARTNERSHIP DURING THE PENDENCY OF THE PROCEEDINGS.
(3) SUBSECTION (2) OF THIS SECTION SHALL
NOT APPLY TO A LIMITED PARTNERSHIP FORMED PRIOR TO THE EFFECTIVE
DATE OF THIS ACT, IF ON OR BEFORE ONE YEAR AFTER THE EFFECTIVE
DATE OF THIS ACT, ONE OR MORE PARTNERS SIGNS AND DELIVERS TO A
GENERAL PARTNER AN ELECTION IN WRITING AGAINST THE APPLICATION
OF SUBSECTION (2) OF THIS SECTION. THE GENERAL PARTNER SHALL FILE
ANY SUCH ELECTION WITH THE RECORDS REQUIRED TO BE KEPT BY SECTION
762105. THE ABSENCE OF SUCH AN ELECTION IN THE RECORDS
SHALL GIVE RISE TO A PRESUMPTION THAT NO SUCH ELECTION HAS BEEN
DELIVERED.
SECTION 7. 762602,
Colorado Revised Statutes, 1986 Repl. Vol., is amended to read:
762602. Withdrawal of general
partner. A general partner may withdraw
from a limited partnership at any time by giving written notice
to the other partners, but if the withdrawal violates the partnership
agreement, the limited partnership may recover from the withdrawing
general partner damages for breach of the partnership agreement
and offset the damages against the amount otherwise distributable
to him
THE GENERAL PARTNER. THE WITHDRAWAL OF A GENERAL PARTNER WHO IS
ALSO A LIMITED PARTNER SHALL NOT CONSTITUTE THE WITHDRAWAL OF
THE PARTNER AS A LIMITED PARTNER OR AFFECT THE PARTNER'S RIGHTS
AS A LIMITED PARTNER.
SECTION 8. 762801
(1) (c), Colorado Revised Statutes, 1986 Repl. Vol., is amended
to read:
762801. Dissolution
general rules. (1) A limited
partnership is dissolved and its affairs shall be wound up upon
the happening of the first to occur of the following:
(c) An event
of withdrawal of a general partner unless at the time there is
at least one other general partner and the written provisions
of the partnership agreement permit the business of the limited
partnership to be carried on by the remaining general partner
and that partner does so, but the limited partnership is not dissolved
and is not required to be wound up by reason of any event of withdrawal
if, within ninety days after the withdrawal, all partners agree
in writing to continue the business of the limited partnership
and to the admission of one or more additional general partners
if necessary or desired EXCEPT AS
OTHERWISE PROVIDED IN THE WRITTEN PROVISIONS OF A PARTNERSHIP
AGREEMENT, WRITTEN CONSENT OF A MAJORITY OF THE LIMITED PARTNERS
WITHIN NINETY DAYS AFTER AN EVENT OF WITHDRAWAL OF THE LAST REMAINING
GENERAL PARTNER; and
SECTION 9. 762901,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
762901. Law governing foreign
limited partnership or foreign limited liability limited partnership.
The laws of the jurisdiction under which a foreign limited partnership
or foreign limited liability limited partnership is organized
govern its organization and internal affairs and the liability
of its limited
partners, and a foreign limited partnership or foreign limited
liability limited partnership may not be denied registration by
reason of any difference between those laws and the laws of this
state.
SECTION 10. 762907
(3), Colorado Revised Statutes, 1986 Repl. Vol., is amended to
read:
762907. Transaction of
business without registration. (3) A
limited
partner of a foreign limited partnership is not liable as
a general partner of the foreign limited partnership
solely by reason of such partnership's having transacted business
in this state without registration.
SECTION 11. 780102
(8), (9), and (11), Colorado Revised Statutes, 1986 Repl. Vol.,
as amended, are amended, and the said 780102 is further
amended BY THE ADDITION OF A NEW SUBSECTION, to read:
780102. Definitions.
As used in this article, unless the context otherwise requires:
(8) "Manager" means a person
elected OR OTHERWISE DESIGNATED by the members of a limited liability
company to manage the company pursuant to section 780401.
IN THE CASE OF A LIMITED LIABILITY COMPANY IN WHICH MANAGEMENT
IS RESERVED TO THE MEMBERS, "MANAGER" MEANS ANY MEMBER.
(9) "Member" means a person
with an ownership interest in a limited liability company with
the rights and obligations specified under this article. IN THE
CASE OF A LIMITED LIABILITY COMPANY WITH ONLY ONE MEMBER, "MEMBERS"
AND "ALL OF THE MEMBERS" REFERS TO SUCH ONE MEMBER.
(11) (a) "Operating agreement"
means any valid
agreement of all of the members OR ALL OF THE MEMBERS AND THE
COMPANY as to the affairs of a limited liability company and the
conduct of its business. Except as otherwise provided in this
article OR AS OTHERWISE REQUIRED BY A WRITTEN OPERATING AGREEMENT,
the operating agreement need not be in writing. The operating
agreement may contain any provisions required or permitted by
section 780108 (1). An operating agreement includes
ANY amendments agreed to by all of the members or adopted in such
other manner as may be provided in a written operating agreement.
(b) IN THE CASE OF A LIMITED LIABILITY
COMPANY WITH ONLY ONE MEMBER, "OPERATING AGREEMENT"
INCLUDES:
(I) ANY WRITING, WITHOUT REGARD TO WHETHER
SUCH WRITING OTHERWISE CONSTITUTES AN AGREEMENT, AS TO SUCH COMPANY'S
AFFAIRS AND THE CONDUCT OF THE LIMITED LIABILITY COMPANY'S BUSINESS
SIGNED BY THE SOLE MEMBER;
(II) ANY WRITTEN AGREEMENT BETWEEN THE
MEMBER AND THE COMPANY AS TO THE LIMITED LIABILITY COMPANY'S AFFAIRS
AND THE CONDUCT OF THE LIMITED LIABILITY COMPANY'S BUSINESS; OR
(III) ANY AGREEMENT, WHETHER OR NOT THE
AGREEMENT IS IN WRITING, BETWEEN THE MEMBER AND THE LIMITED LIABILITY
COMPANY AS TO A LIMITED LIABILITY COMPANY'S AFFAIRS AND THE CONDUCT
OF ITS BUSINESS IF THE LIMITED LIABILITY COMPANY IS MANAGED BY
A MANAGER WHO IS A PERSON OTHER THAN THE MEMBER.
(14.5) "PRINCIPAL OFFICE" MEANS
THE OFFICE, IN OR OUT OF THIS STATE, DESIGNATED BY A DOMESTIC
OR FOREIGN LIMITED LIABILITY COMPANY AS ITS PRINCIPAL OFFICE IN
ITS MOST RECENT DOCUMENT ON FILE WITH THE SECRETARY OF STATE PROVIDING
SUCH INFORMATION, INCLUDING ANY NOTICE OF CHANGE OF PRINCIPAL
OFFICE ON FILE WITH THE SECRETARY OF STATE.
SECTION 12. The
introductory portion to 780108 (3) and 780108
(3) (b), Colorado Revised Statutes, 1986 Repl. Vol., as amended,
are amended to read:
780108. Effect of operating
agreement nonwaivable provisions.
(3) Unless contained in a written operating agreement
or other writing approved in accordance with a written operating
agreement, no provision of an
operating agreement may:
(b) Vary the
requirement under section 780801 (1) (c) that the
limited liability company dissolve upon the death, retirement,
resignation, expulsion, bankruptcy, or dissolution of a member
or the occurrence of any other event which terminates the continued
membership of a member in the limited liability company unless
the business of the limited liability company is continued by
the consent of all the remaining members within ninety days after
the termination;
SECTION 13. 780203
(1), Colorado Revised Statutes, 1986 Repl. Vol., as amended, is
amended to read:
780203. Formation.
(1) One or more natural persons eighteen years of age
or older may organize a limited liability company by executing
and delivering articles of organization to the secretary of state
as specified in sections 780204 and 780205.
Such person or persons need not be members of the limited liability
company after formation has occurred. The execution of the articles
of organization constitutes an affirmation by any such person,
under penalty of perjury, that the facts stated therein are true
AND THAT THE LIMITED LIABILITY COMPANY HAS ONE OR MORE MEMBERS.
A person may sign the articles of organization by an attorneyinfact
duly authorized by a written power of attorney.
SECTION 14. 780204,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
BY THE ADDITION OF A NEW SUBSECTION to read:
780204. Articles of organization.
(2) WITH RESPECT TO A LIMITED LIABILITY COMPANY, THE
MANAGEMENT OF WHICH IS VESTED BY ITS ARTICLES OF ORGANIZATION
IN MANAGERS RATHER THAN RESERVED TO THE MEMBERS, THE NAMES AND
ADDRESSES OF THE INITIAL MEMBER OR MEMBERS MAY BE SET FORTH IN
THE ARTICLES OF ORGANIZATION.
SECTION 15. 780208,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
780208. Notice of existence
of limited liability company. The fact
that the articles of organization are on file in the office of
the secretary of state is notice that the limited liability company
is a limited liability company and is notice of all other facts
set forth therein which are required OR EXPRESSLY PERMITTED to
be set forth in the articles of organization BY SECTION 780204.
SECTION 16. 780306
(2), (3), (4), and (5), Colorado Revised Statutes, 1986 Repl.
Vol., as amended, are amended to read:
780306. Service of process.
(2) If a limited liability company fails to appoint
or maintain a registered agent in this state as required by section
780301 or 780907, or if, having been appointed,
the agent's authority has been revoked, or if the agent cannot,
with reasonable diligence, be found at the registered office,
the secretary of state shall be the
agent of the limited liability company upon whom any such process,
notice, or demand may be served. Service on the secretary of state
of any such process, notice, or demand shall be made by:
THE LIMITED LIABILITY COMPANY MAY BE SERVED BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, ADDRESSED TO THE LIMITED LIABILITY
COMPANY AT ITS PRINCIPAL OFFICE. SERVICE IS PERFECTED UNDER THIS
SUBSECTION (2) AT THE EARLIEST OF:
(a) Personally
serving him or any deputy or any employee designated by the secretary
of state to accept such process, notice, or demand or by mailing
a copy of the process, notice, or demand, by prepaid registered
or certified mail, return receipt requested, addressed to the
secretary of state; and THE DATE
THE LIMITED LIABILITY COMPANY RECEIVES THE PROCESS, NOTICE, OR
DEMAND;
(b) Mailing
a notice of such service to the secretary of state and a copy
of such process, notice, or demand by prepaid registered or certified
mail, return receipt requested, addressed to the limited liability
company at its office or, if it has no office, to such other address,
if any, as may be known to such person.
THE DATE SHOWN ON THE RETURN RECEIPT, IF SIGNED ON BEHALF OF THE
LIMITED LIABILITY COMPANY; OR
(c) FIVE DAYS AFTER MAILING.
(3) The service
on the limited liability company by service upon the secretary
of state shall be complete upon the later of:
THIS SECTION DOES NOT PRESCRIBE THE ONLY MEANS, OR NECESSARILY
THE REQUIRED MEANS, OF SERVING A LIMITED LIABILITY COMPANY.
(a) Personal service upon the
secretary of state or any deputy or any employee designated by
the secretary of state to accept such process, notice, or demand
or receipt of the return receipt requested of the mailing to the
secretary of state; or
(b) Receipt of the return receipt
requested of the mailing to the limited liability company, whether
or not the receipt is signed.
(4) The secretary
of state shall keep a record of all processes, notices, and demands
served upon him under this section and shall record therein the
time of such service and his action with reference thereto.
(5) Nothing
contained in this section shall limit or affect the right to serve
any process, notice, or demand required or permitted by law to
be served upon the limited liability company in any other manner
now or hereafter permitted by law or applicable rules of procedure.
SECTION 17. The
introductory portion to 780411 (1), Colorado Revised
Statutes, 1986 Repl. Vol., as amended, is amended to read:
780411. Records.
(1) Each limited liability company shall keep at the
registered
PRINCIPAL office, the following:
SECTION 18. 780601,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
780601. Interim distributions.
Except as provided in this part 6, a member is entitled to receive
distributions from a limited liability company before his
THE MEMBER'S resignation from the limited liability company and
before the dissolution and winding up thereof to the extent and
at the times or upon the happening of the events specified in
the operating agreement OR AS OTHERWISE AGREED BY ALL OF THE MEMBERS.
SECTION 19. 780703,
Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended
to read:
780703. Rights of creditor
against a member. On application to a
court of competent jurisdiction by any judgment creditor of a
member, the court may charge the membership interest of the member
with payment of the unsatisfied amount of the judgment with interest
THEREON; AND MAY THEN OR LATER APPOINT A RECEIVER OF THE MEMBER'S
SHARE OF THE PROFITS AND OF ANY OTHER MONEY DUE OR TO BECOME DUE
TO THE MEMBER IN RESPECT OF THE LIMITED LIABILITY COMPANY AND
MAKE ALL OTHER ORDERS, DIRECTIONS, ACCOUNTS, AND INQUIRIES WHICH
THE DEBTOR MEMBER MIGHT HAVE MADE, OR WHICH THE CIRCUMSTANCES
OF THE CASE MAY REQUIRE. To the extent so charged, EXCEPT AS PROVIDED
IN THIS SECTION the judgment creditor has only the rights of an
assignee of the membership interest. THE MEMBERSHIP INTEREST CHARGED
MAY BE REDEEMED AT ANY TIME BEFORE FORECLOSURE. IF THE SALE IS
DIRECTED BY THE COURT, THE MEMBERSHIP MAY BE PURCHASED WITHOUT
CAUSING A DISSOLUTION WITH SEPARATE PROPERTY BY ANY ONE OR MORE
OF THE MEMBERS. WITH THE CONSENT OF ALL MEMBERS WHOSE MEMBERSHIP
INTERESTS ARE NOT BEING CHARGED OR SOLD, THE MEMBERSHIP MAY BE
PURCHASED WITHOUT CAUSING A DISSOLUTION WITH PROPERTY OF THE LIMITED
LIABILITY COMPANY. This article shall not deprive any member of
the benefit of any exemption laws applicable to his
THE MEMBER'S membership interest.
SECTION 20. 780801
(1) (c) and (1) (d), Colorado Revised Statutes, 1986 Repl. Vol.,
as amended, are amended to read:
780801. Dissolution.
(1) A limited liability company organized under this
article shall be dissolved upon the occurrence of any of the following
events:
(c) Upon the
death, retirement, resignation, expulsion, bankruptcy, or dissolution
of a member or the occurrence of any other event which terminates
the continued membership of a member in the limited liability
company, unless the business of the limited liability company
is continued by the consent of all the remaining members within
ninety days after the termination, at which time the remaining
members may agree to the appointment of one or more additional
members, managers, or both; or
(d) At the time or upon the occurrence
of events specified in writing in the
articles of organization or an operating
agreement.
SECTION 21. Title 7, Colorado Revised Statutes, 1986 Repl. Vol., as amended, is amended BY THE ADDITION OF A NEW ARTICLE to read:
ARTICLE 90
Colorado Corporations and Associations Act
PART 1
DEFINITIONS AND APPLICATION
790101. Short title.
THIS ARTICLE SHALL BE KNOWN AND MAY BE CITED AS THE "COLORADO
CORPORATIONS AND ASSOCIATIONS ACT".
790102. Definitions.
AS USED IN THIS ARTICLE:
(1) "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 IN WHICH THE LIMITED PARTNERSHIP
ASSOCIATION OR PARTNERSHIP ASSOCIATION IS FORMED.
(2) "ARTICLES OF INCORPORATION"
MEANS, WITH RESPECT TO A DOMESTIC CORPORATION, THE ARTICLES OF
INCORPORATION AS DEFINED IN THE "COLORADO BUSINESS CORPORATION
ACT", ARTICLES 101 TO 117 OF THIS TITLE. WITH RESPECT TO
A DOMESTIC NONPROFIT CORPORATION, "ARTICLES OF INCORPORATION"
MEANS THE ARTICLES OF INCORPORATION AS DEFINED IN THE "COLORADO
NONPROFIT CORPORATION ACT", ARTICLES 20 TO 29 OF THIS TITLE.
WITH RESPECT TO A FOREIGN CORPORATION OR FOREIGN NONPROFIT CORPORATION,
"ARTICLES OF INCORPORATION" MEANS THE CORRESPONDING
DOCUMENT FILED WITH THE JURISDICTION IN WHICH THE CORPORATION
OR NONPROFIT CORPORATION IS ORGANIZED.
(3) "ARTICLES OF ORGANIZATION"
MEANS, WITH RESPECT TO A DOMESTIC LIMITED LIABILITY COMPANY, THE
ARTICLES OF ORGANIZATION AS DEFINED IN THE "COLORADO LIMITED
LIABILITY COMPANY ACT", ARTICLE 80 OF THIS TITLE. WITH RESPECT
TO A FOREIGN LIMITED LIABILITY COMPANY, "ARTICLES OF ORGANIZATION"
MEANS THE ARTICLES OF ORGANIZATION, CERTIFICATE OF FORMATION OR
SIMILAR DOCUMENT FILED WITH THE STATE FILING OFFICER OF A JURISDICTION
IN WHICH A FOREIGN LIMITED LIABILITY COMPANY IS FORMED.
(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 RESULTANT ENTITY, AND, WITH RESPECT TO AN EXCHANGE, EACH ENTITY
WHOSE OWNER'S INTERESTS WILL BE ACQUIRED OR EACH ENTITY ACQUIRING
THOSE INTERESTS.
(6) "CONSTITUENT FILED DOCUMENT"
MEANS THE ARTICLES OF INCORPORATION, THE ARTICLES OF ORGANIZATION,
THE CERTIFICATE OF LIMITED PARTNERSHIP, OR THE ARTICLES OF ASSOCIATION.
(7) "CONSTITUENT OPERATING DOCUMENT"
MEANS THE ARTICLES OF INCORPORATION AND BYLAWS OF A CORPORATION,
A NONPROFIT CORPORATION, OR A COOPERATIVE, OR THE OPERATING AGREEMENT,
PARTNERSHIP AGREEMENT, OR BYLAWS OF A LIMITED PARTNERSHIP ASSOCIATION.
(8) "CONVERTING ENTITY" MEANS
AN ENTITY THAT CONVERTS INTO ANOTHER ENTITY PURSUANT TO SECTION
790201.
(9) "COOPERATIVE" MEANS A DOMESTIC
COOPERATIVE OR A FOREIGN COOPERATIVE.
(10) "CORPORATION" MEANS A DOMESTIC
CORPORATION OR A FOREIGN CORPORATION.
(11) "DOMESTIC COOPERATIVE"
MEANS ANY ENTITY ORGANIZED UNDER THE "COLORADO COOPERATIVE
ACT", ARTICLE 56 OF THIS TITLE, OR ANY OTHER ACT OF THE STATE
OF COLORADO, THAT HAS ELECTED TO BE SUBJECT TO THE "COLORADO
COOPERATIVE ACT".
(12) "DOMESTIC CORPORATION"
MEANS A CORPORATION INCORPORATED 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 COOPERATIVE,
A DOMESTIC LIMITED LIABILITY COMPANY, A DOMESTIC LIMITED PARTNERSHIP,
A DOMESTIC LIMITED PARTNERSHIP ASSOCIATION, A DOMESTIC NONPROFIT
ASSOCIATION, OR A DOMESTIC NONPROFIT CORPORATION.
(14) "DOMESTIC GENERAL PARTNERSHIP"
MEANS A PARTNERSHIP AS DEFINED IN THE "UNIFORM PARTNERSHIP
LAW", ARTICLE 60 OF THIS TITLE, OR A SUCCESSOR STATUTE, THE
PARTNERSHIP AGREEMENT OF WHICH IS GOVERNED BY THE LAWS OF THIS
JURISDICTION. THE TERM INCLUDES A REGISTERED LIMITED LIABILITY
PARTNERSHIP AS DEFINED IN THE "UNIFORM PARTNERSHIP LAW".
(15) "DOMESTIC LIMITED LIABILITY
COMPANY" MEANS A LIMITED LIABILITY COMPANY ORGANIZED AND
EXISTING UNDER THE "COLORADO LIMITED LIABILITY COMPANY ACT",
ARTICLE 80 OF THIS TITLE.
(16) "DOMESTIC LIMITED PARTNERSHIP"
MEANS A LIMITED PARTNERSHIP FORMED BY TWO OR MORE PERSONS UNDER
THE LAWS OF THIS STATE AND HAVING ONE OR MORE GENERAL PARTNERS
AND ONE OR MORE LIMITED PARTNERS. THE TERM INCLUDES A REGISTERED
LIMITED LIABILITY LIMITED PARTNERSHIP AS DEFINED IN THE "COLORADO
UNIFORM LIMITED PARTNERSHIP LAW OF 1931", THE "COLORADO
UNIFORM LIMITED PARTNERSHIP ACT OF 1981", ARTICLE 62 OF THIS
TITLE, AND ANY SUCCESSOR LAW.
(17) "DOMESTIC LIMITED PARTNERSHIP
ASSOCIATION" MEANS A LIMITED PARTNERSHIP FORMED UNDER THE
"COLORADO LIMITED PARTNERSHIP ASSOCIATION ACT", ARTICLE
63 OF THIS TITLE.
(18) "DOMESTIC NONPROFIT ASSOCIATION"
MEANS AN NONPROFIT ASSOCIATION AS DEFINED IN THE "COLORADO
UNINCORPORATED NONPROFIT ASSOCIATION ACT", ARTICLE 30 OF
THIS TITLE.
(19) "DOMESTIC NONPROFIT CORPORATION"
MEANS A CORPORATION ORGANIZED OR EXISTING UNDER THE "COLORADO
NONPROFIT CORPORATION ACT", ARTICLES 20 TO 29 OF THIS TITLE.
(20) "ENTITY" MEANS A DOMESTIC
ENTITY AND A FOREIGN ENTITY.
(21) "FOREIGN COOPERATIVE" MEANS
AN ENTITY ORGANIZED UNDER THE LAWS OF ANY OTHER JURISDICTION THAT
HAS ELECTED TO BE GOVERNED BY THE "COLORADO COOPERATIVE ACT",
ARTICLE 56 OF THIS TITLE, OR WOULD BE ELIGIBLE TO ELECT TO BE
GOVERNED BY THE LAWS OF THIS STATE.
(22) "FOREIGN CORPORATION" MEANS
A CORPORATION FOR PROFIT ORGANIZED UNDER LAWS OTHER THAN THE LAWS
OF THIS STATE.
(23) "FOREIGN ENTITY" MEANS
A FOREIGN CORPORATION, A FOREIGN COOPERATIVE, A FOREIGN GENERAL
PARTNERSHIP, A FOREIGN LIMITED LIABILITY COMPANY, A FOREIGN LIMITED
PARTNERSHIP, A FOREIGN LIMITED PARTNERSHIP ASSOCIATION, A FOREIGN
NONPROFIT ASSOCIATION, OR A FOREIGN NONPROFIT CORPORATION.
(24) "FOREIGN LIMITED LIABILITY COMPANY"
MEANS A LIMITED LIABILITY COMPANY FORMED UNDER THE LAWS OF ANY
JURISDICTION OTHER THAN THIS JURISDICTION.
(25) "FOREIGN LIMITED PARTNERSHIP"
MEANS A PARTNERSHIP FORMED UNDER THE LAWS OF ANY JURISDICTION
OTHER THAN THIS JURISDICTION AND HAVING AS PARTNERS ONE OR MORE
GENERAL PARTNERS AND ONE OR MORE LIMITED PARTNERS. THE TERM INCLUDES
A FOREIGN LIMITED PARTNERSHIP THAT IS A REGISTERED LIMITED LIABILITY
LIMITED PARTNERSHIP OR SIMILAR ENTITY WITH ONE OR MORE LIMITED
PARTNERS AND ONE OR MORE GENERAL PARTNERS.
(26) "FOREIGN LIMITED PARTNERSHIP
ASSOCIATION" MEANS A LIMITED PARTNERSHIP ASSOCIATION FORMED
UNDER THE LAWS OF ANY JURISDICTION OTHER THAN THIS JURISDICTION.
(27) "FOREIGN GENERAL PARTNERSHIP"
MEANS A GENERAL PARTNERSHIP, INCLUDING A FOREIGN LIMITED LIABILITY
PARTNERSHIP, AS DEFINED IN THE "UNIFORM PARTNERSHIP LAW",
ARTICLE 60 OF THIS TITLE, THE "COLORADO UNIFORM PARTNERSHIP
ACT (1997)", ARTICLE 64 OF THIS TITLE, OR A SUCCESSOR STATUTE,
THE PARTNERSHIP AGREEMENT OF WHICH IS GOVERNED BY THE LAWS OF
ANY JURISDICTION OTHER THAN THIS JURISDICTION. THE TERM INCLUDES
A FOREIGN GENERAL PARTNERSHIP THAT IS A LIMITED LIABILITY PARTNERSHIP
OR SIMILAR ENTITY HAVING AT LEAST TWO GENERAL PARTNERS AND NO
LIMITED PARTNERS.
(28) "FOREIGN NONPROFIT ASSOCIATION"
MEANS AN UNINCORPORATED NONPROFIT ASSOCIATION OR NONPROFIT ASSOCIATION
ORGANIZED AND EXISTING UNDER THE LAWS OF A JURISDICTION OTHER
THAN THIS JURISDICTION.
(29) "FOREIGN NONPROFIT CORPORATION"
MEANS A NONPROFIT CORPORATION OR A CORPORATION NOT FOR PROFIT
ORGANIZED OR EXISTING UNDER THE LAWS OF A JURISDICTION OTHER THAN
THIS JURISDICTION.
(30) "GENERAL PARTNER" MEANS
A GENERAL PARTNER IN A PARTNERSHIP.
(31) "GENERAL PARTNERSHIP" MEANS
A DOMESTIC GENERAL PARTNERSHIP OR A FOREIGN GENERAL PARTNERSHIP.
(32) "LIMITED LIABILITY COMPANY"
MEANS A DOMESTIC LIMITED LIABILITY COMPANY OR A FOREIGN LIMITED
LIABILITY COMPANY.
(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.
(36) "MEMBER" MEANS:
(a) A MEMBER OF A COOPERATIVE;
(b) A MEMBER OF A NONPROFIT ASSOCIATION;
(c) A MEMBER OF A LIMITED LIABILITY COMPANY;
(d) IN THE CASE OF A NONPROFIT CORPORATION
WITH ONE OR MORE CLASSES OF MEMBERS, A MEMBER OF A NONPROFIT CORPORATION;
OR
(e) IN THE CASE OF A NONPROFIT CORPORATION
WITH NO MEMBERS, A DIRECTOR OF A NONPROFIT CORPORATION.
(37) "MERGING ENTITY" MEANS
ANY ENTITY THAT MERGES INTO A SURVIVING ENTITY PURSUANT TO SECTION
790203.
(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.
(41) "OPERATING AGREEMENT" MEANS
THE OPERATING AGREEMENT IN A DOMESTIC LIMITED LIABILITY COMPANY
AND THE OPERATING AGREEMENT, LIMITED LIABILITY COMPANY AGREEMENT,
REGULATIONS, OR SIMILAR AGREEMENT IN A FOREIGN LIMITED LIABILITY
COMPANY.
(42) "ORGANIC STATUTE" MEANS,
WITH RESPECT TO ANY ENTITY, THE STATUTE PURSUANT TO WHICH THE
ENTITY IS FORMED BUT IS SUBJECT TO ALL OTHER APPLICABLE STATUTES
OF THIS STATE AND OTHER STATUTES OF THE JURISDICTION IN WHICH
THE ENTITY IS FORMED GOVERNING THE OPERATION OF THE ENTITY.
(43) "OWNER" MEANS A SHAREHOLDER
OF A CORPORATION, A MEMBER, OR A PARTNER.
(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, 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
PARTNERSHIP, A FOREIGN PARTNERSHIP, A DOMESTIC LIMITED PARTNERSHIP,
OR A FOREIGN LIMITED PARTNERSHIP.
(47) "PARTNERSHIP AGREEMENT"
MEANS THE PARTNERSHIP AGREEMENT OF A PARTNERSHIP.
(48) "RESULTANT ENTITY" MEANS
AN ENTITY THAT RESULTS FROM THE CONVERSION OF ANOTHER ENTITY PURSUANT
TO SECTION 790201.
(49) "SURVIVING ENTITY" MEANS
THE ENTITY INTO WHICH A MERGING ENTITY OR ENTITIES HAVE MERGED
PURSUANT TO SECTION 790203.
790103. Reservation of power to amend or repeal. THE GENERAL ASSEMBLY HAS THE POWER TO AMEND OR REPEAL ALL OR PART OF THIS ARTICLE OF THIS TITLE AT ANY TIME, AND ALL ENTITIES SUBJECT TO SAID ARTICLE SHALL BE GOVERNED BY THE AMENDMENT OR REPEAL.
PART 2
MERGER AND CONVERSION OF ENTITIES
790201. Conversion of an
entity into another entity. (1) A
DOMESTIC ENTITY MAY BE CONVERTED INTO ANY OTHER DOMESTIC ENTITY
PURSUANT TO THIS SECTION.
(2) A DOMESTIC ENTITY MAY BE CONVERTED
INTO ANY FOREIGN ENTITY IF:
(a) THE CONVERSION IS PERMITTED BY THE
ORGANIC STATUTE GOVERNING THE FOREIGN ENTITY; OR
(b) IN THE CASE OF A FOREIGN ENTITY OTHER
THAN A FOREIGN CORPORATION OR FOREIGN NONPROFIT CORPORATION, CONVERSION
IS PERMITTED BY THE CONSTITUENT DOCUMENTS OF THE FOREIGN ENTITY
WHICH ARE NOT INCONSISTENT WITH THE ORGANIC STATUTE GOVERNING
THE FOREIGN ENTITY.
(3) A FOREIGN ENTITY MAY BE CONVERTED
INTO A DOMESTIC ENTITY IF:
(a) THE CONVERSION IS PERMITTED BY THE
ORGANIC STATUTE GOVERNING THE FOREIGN ENTITY; OR
(b) IN THE CASE OF A FOREIGN ENTITY OTHER
THAN A FOREIGN CORPORATION OR FOREIGN NONPROFIT CORPORATION, CONVERSION
IS PERMITTED BY THE CONSTITUENT DOCUMENTS OF THE FOREIGN ENTITY
WHICH ARE NOT INCONSISTENT WITH THE ORGANIC STATUTE GOVERNING
THE FOREIGN ENTITY.
(4) THE TERMS AND CONDITIONS OF A CONVERSION UNDER THIS SECTION SHALL BE APPROVED BY EACH OWNER OF A CONSTITUENT ENTITY WHO WILL BE LIABLE, SOLELY BY REASON OF BEING AN OWNER, FOR THE DEBTS, OBLIGATIONS, AND LIABILITIES OF THE RESULTING ENTITY AND SHALL BE APPROVED:
(a) BY THE NUMBER OF OWNERS FOR WHICH
THE CONSTITUENT DOCUMENTS OF THE CONVERTING ENTITY SPECIFY, IF
THE PROVISIONS OF THE CONSTITUENT DOCUMENTS SPECIFYING THE NUMBER
OF OWNERS NECESSARY FOR THE APPROVAL OF THE CONVERSION ARE NOT
INCONSISTENT WITH THE ORGANIC STATUTE GOVERNING THE NUMBER OF
OWNERS NECESSARY FOR THE APPROVAL OF THE MERGER OR CONVERSION
OF THE CONVERTING ENTITY WITH ANY OTHER ENTITY;
(b) IF THE CONSTITUENT DOCUMENTS DO NOT
SPECIFY THE NUMBER OF OWNERS FOR THE APPROVAL OF THE CONVERSION
OR IF THE PROVISIONS OF THE CONSTITUENT DOCUMENTS SPECIFYING THE
NUMBER OF OWNERS NECESSARY FOR THE APPROVAL OF THE CONVERSION
ARE INCONSISTENT WITH THE ORGANIC STATUTE GOVERNING THE NUMBER
OF OWNERS NECESSARY FOR THE APPROVAL OF THE MERGER OR CONVERSION
OF THE CONVERTING ENTITY WITH ANY OTHER ENTITY, BY THE NUMBER
OF OWNERS NECESSARY FOR THE APPROVAL OF THE CONVERSION OR MERGER
UNDER THE ORGANIC STATUTE GOVERNING THE NUMBER OF OWNERS NECESSARY
FOR THE APPROVAL OF THE MERGER OR CONVERSION OF THE CONVERTING
ENTITY WITH ANY OTHER ENTITY; OR
(c) IF THE CONSTITUENT DOCUMENTS DO NOT
SPECIFY THE NUMBER OF OWNERS THE CONSENT OF WHOM IS NECESSARY
FOR THE APPROVAL OF THE CONVERSION OR IF THE PROVISIONS OF THE
CONSTITUENT DOCUMENTS SPECIFYING THE NUMBER OF OWNERS NECESSARY
FOR THE APPROVAL OF THE CONVERSION ARE INCONSISTENT WITH THE ORGANIC
STATUTE GOVERNING THE NUMBER OF OWNERS NECESSARY FOR THE APPROVAL
OF THE MERGER OR CONVERSION OF THE CONVERTING ENTITY WITH ANY
OTHER ENTITY, AND THE ORGANIC STATUTE GOVERNING THE CONVERTING
ENTITY DOES NOT SPECIFY THE NUMBER OF OWNERS NECESSARY FOR THE
APPROVAL OF A CONVERSION OR MERGER, BY ALL THE OWNERS OF THE CONVERTING
ENTITY.
(5) AFTER THE TERMS AND CONDITIONS OF
THE CONVERSION ARE APPROVED IN ACCORDANCE WITH THIS SECTION, IF
THE RESULTING ENTITY IS AN ENTITY FOR WHICH CONSTITUENT FILED
DOCUMENTS ARE FILED IN THIS STATE, THE CONVERTING ENTITY SHALL
CAUSE THE APPROPRIATE CONSTITUENT DOCUMENT TO BE FILED WITH THE
SECRETARY OF STATE, AND THE CONVERTING ENTITY SHALL COMPLY WITH
THE REQUIREMENTS OF THE ORGANIC STATUTE GOVERNING THE RESULTING
ENTITY, INCLUDING THE FILING OF ANY CONSTITUENT FILED DOCUMENTS
REQUIRED BY THE ORGANIC STATUTE AND, IF THE CONVERTING ENTITY
IS AN ENTITY FOR WHICH CONSTITUENT FILED DOCUMENTS HAVE BEEN FILED
WITH THE SECRETARY OF STATE, THE CONVERTING ENTITY SHALL CAUSE
A CERTIFICATE OF CONVERSION TO BE FILED WITH THE SECRETARY OF
STATE. THE CERTIFICATE OF CONVERSION SHALL INCLUDE:
(a) THE NAME, ADDRESS, STATE OF ORGANIZATION,
AND FORM OF ENTITY OF THE CONVERTING ENTITY;
(b) THE NAME, ADDRESS, STATE OF ORGANIZATION,
AND FORM OF ENTITY OF THE RESULTING ENTITY;
(c) A STATEMENT OF THE NUMBER OF VOTES
CAST BY THE OWNERS FOR AND AGAINST THE CONVERSION AND, IF THE
VOTE IS LESS THAN UNANIMOUS, THE NUMBER OR PERCENTAGE REQUIRED
TO APPROVE THE CONVERSION UNDER THIS SECTION.
(6) THE CONVERSION SHALL BECOME EFFECTIVE
AS SPECIFIED BY THE ORGANIC STATUTE GOVERNING THE RESULTING ENTITY.
IF THE ORGANIC STATUTE GOVERNING THE RESULTING ENTITY DOES NOT
SO SPECIFY, THE CONVERSION TO A DOMESTIC ENTITY TAKES EFFECT ON
THE LATER OF THE EFFECTIVE DATE SET FORTH IN THE FILED CONSTITUENT
DOCUMENT OF THE RESULTING ENTITY, IF ANY, AND, THE TIME OF FILING
OF THE FILED CONSTITUENT DOCUMENT OF THE RESULTING ENTITY.
(7) NOTHING IN THIS STATUTE SHALL LIMIT
THE COMMON LAW POWERS OF THE ATTORNEY GENERAL CONCERNING THE CONVERSION
OF A NONPROFIT CORPORATION.
790202. Effect of conversion;
entity unchanged. (1) AFTER
A CONVERSION IS EFFECTIVE UNDER THIS SECTION:
(a) FOR ALL PURPOSES, ALL OF THE RIGHTS, PRIVILEGES, AND POWERS OF THE CONVERTING ENTITY, AND ALL PROPERTY, REAL, PERSONAL, AND MIXED, AND ALL DEBTS DUE TO THE CONVERTING ENTITY, AS WELL AS ALL OTHER THINGS AND CAUSES OF ACTION OF THE CONVERTING ENTITY, SHALL BE VESTED IN THE RESULTING ENTITY AND SHALL THEREAFTER BE THE PROPERTY OF THE RESULTING ENTITY AS THEY WERE OF THE CONVERTING ENTITY. THE TITLE TO ANY REAL PROPERTY VESTED BY DEED OR OTHERWISE IN THE CONVERTING ENTITY SHALL NOT REVERT OR BE IN ANY WAY IMPAIRED BY REASON OF THE CONVERSION; EXCEPT THAT ALL RIGHTS OF CREDITORS AND ALL LIENS UPON ANY PROPERTY OF THE CONVERTING ENTITY SHALL BE PRESERVED UNIMPAIRED. ALL DEBTS, LIABILITIES, AND DUTIES OF THE CONVERTING ENTITY SHALL ATTACH TO THE RESULTING ENTITY AND MAY BE ENFORCED AGAINST THE RESULTING ENTITY TO THE SAME EXTENT AS IF SAID DEBTS, LIABILITIES, AND DUTIES HAD BEEN INCURRED OR CONTRACTED BY THE RESULTING ENTITY.
(b) ANY OWNER WHO WAS LIABLE FOR THE DEBTS,
OBLIGATIONS, AND LIABILITIES OF THE CONVERTING ENTITY BY VIRTUE
OF BEING AN OWNER OF THE CONVERTING ENTITY, BUT WHO WILL OTHERWISE
NOT BE LIABLE FOR THE DEBTS, OBLIGATIONS, AND LIABILITIES OF THE
RESULTING ENTITY, REMAINS LIABLE FOR THE DEBTS, OBLIGATIONS, AND
LIABILITIES OF THE CONVERTING ENTITY INCURRED BEFORE CONVERSION
TO THE SAME EXTENT AS IF THE CONVERSION HAD NOT TAKEN PLACE.
(c) UNLESS OTHERWISE AGREED, OR AS REQUIRED
UNDER THE ORGANIC STATUTE GOVERNING THE CONVERTING ENTITY, THE
CONVERTING ENTITY SHALL NOT BE REQUIRED TO WIND UP ITS AFFAIRS
OR PAY ITS LIABILITIES AND DISTRIBUTE ITS ASSETS, AND THE CONVERSION
SHALL NOT BE DEEMED TO CONSTITUTE A DISSOLUTION OF THE CONVERTING
ENTITY.
790203. Merger of entities.
(1) PURSUANT TO A PLAN OF MERGER APPROVED PURSUANT
TO SUBSECTION (4) OF THIS SECTION, A DOMESTIC ENTITY MAY BE MERGED
WITH ONE OR MORE OTHER DOMESTIC ENTITIES.
(2) PURSUANT TO A PLAN OF MERGER APPROVED
PURSUANT TO SUBSECTION (4) OF THIS SECTION, ONE OR MORE DOMESTIC
ENTITIES MAY MERGE WITH ONE OR MORE FOREIGN ENTITIES IF, IN THE
CASE OF EACH FOREIGN ENTITY, THE CONVERSION IS PERMITTED BY THE
ORGANIC STATUTE GOVERNING THE FOREIGN ENTITY, OR, IN THE CASE
OF A FOREIGN ENTITY OTHER THAN A FOREIGN CORPORATION OR FOREIGN
NONPROFIT CORPORATION, CONVERSION IS PERMITTED BY THE CONSTITUENT
DOCUMENTS OF THE FOREIGN ENTITY WHICH ARE NOT INCONSISTENT WITH
THE ORGANIC STATUTE GOVERNING THE FOREIGN ENTITY.
(3) THE PLAN OF MERGER SHALL SET FORTH:
(a) THE NAME, STATE OF ORGANIZATION, AND
FORM OF ORGANIZATION OF EACH OF THE MERGING ENTITIES;
(b) THE NAME, STATE OF ORGANIZATION, AND
FORM OF ORGANIZATION OF THE SURVIVING ENTITY INTO WHICH THE MERGING
ENTITIES ARE TO MERGE;
(c) THE TERMS AND CONDITIONS OF THE MERGER;
(d) THE MANNER AND BASIS OF CONVERTING THE OWNER'S INTERESTS OF EACH MERGING ENTITY INTO OWNER'S INTERESTS OR DEBTS, OBLIGATIONS, OR LIABILITIES OF THE SURVIVING ENTITY, OR INTO MONEY OR OTHER PROPERTY IN WHOLE OR IN PART; AND
(e) THE STREET ADDRESS OF THE SURVIVING
ENTITY'S PRINCIPAL OFFICE.
(4) (a) THE PLAN OF MERGER SHALL
BE APPROVED BY EACH OWNER OF A CONSTITUENT ENTITY WHO WILL BE
LIABLE, SOLELY BY REASON OF BEING AN OWNER, FOR THE DEBTS, OBLIGATIONS,
AND LIABILITIES OF THE SURVIVING ENTITY AND, IN THE CASE OF EACH
MERGING ENTITY, SHALL BE APPROVED:
(I) BY THE NUMBER OF OWNERS SPECIFIED
BY THE CONSTITUENT DOCUMENTS OF THE MERGING ENTITY, IF THE PROVISIONS
OF THE CONSTITUENT DOCUMENTS SPECIFYING THE NUMBER OF OWNERS NECESSARY
FOR THE APPROVAL OF THE MERGER ARE NOT INCONSISTENT WITH THE ORGANIC
STATUTE GOVERNING THE NUMBER OF OWNERS NECESSARY FOR APPROVAL
OF THE MERGER OR CONVERSION OF THE MERGING ENTITY WITH ANY OTHER
ENTITY;
(II) IF THE CONSTITUENT DOCUMENTS DO NOT
SPECIFY THE NUMBER OF OWNERS FOR THE APPROVAL OF THE MERGER OR
IF THE PROVISIONS OF THE CONSTITUENT DOCUMENTS SPECIFYING THE
NUMBER OF OWNERS NECESSARY FOR THE APPROVAL OF THE MERGER ARE
INCONSISTENT WITH THE ORGANIC STATUTE GOVERNING THE NUMBER OF
OWNERS NECESSARY FOR THE APPROVAL OF THE MERGER OR CONVERSION
OF THE MERGING ENTITY WITH ANY OTHER ENTITY, BY THE NUMBER OF
OWNERS NECESSARY FOR THE APPROVAL OF THE CONVERSION OR MERGER
UNDER THE ORGANIC STATUTE GOVERNING THE NUMBER OF OWNERS NECESSARY
FOR THE APPROVAL OF THE MERGER OR CONVERSION OF THE MERGING ENTITY
WITH ANY OTHER ENTITY; OR
(III) IF THE CONSTITUENT DOCUMENTS DO
NOT SPECIFY THE NUMBER OF OWNERS THE CONSENT OF WHOM IS NECESSARY
FOR THE APPROVAL OF THE MERGER OR IF THE PROVISIONS OF THE CONSTITUENT
DOCUMENTS PROVIDING FOR THE NUMBER OF OWNERS NECESSARY FOR THE
APPROVAL OF THE MERGER ARE INCONSISTENT WITH THE ORGANIC STATUTE
GOVERNING THE NUMBER OF OWNERS NECESSARY FOR THE APPROVAL OF THE
MERGER OR CONVERSION OF THE MERGING ENTITY WITH ANY OTHER ENTITY,
AND THE ORGANIC STATUTE GOVERNING THE MERGING ENTITY DOES NOT
SPECIFY THE NUMBER OF OWNERS NECESSARY FOR THE APPROVAL OF A CONVERSION
OR MERGER, BY ALL THE OWNERS OF THE MERGING ENTITY.
(b) NOTWITHSTANDING SUBPARAGRAPHS (I) TO (III) OF PARAGRAPH (a) OF THIS SUBSECTION (4), APPROVAL OF THE OWNERS OF THE SURVIVING ENTITY IS NOT REQUIRED IF:
(I) THE CONSTITUENT DOCUMENTS OF THE SURVIVING
ENTITY WILL NOT DIFFER FROM ITS CONSTITUENT DOCUMENTS BEFORE THE
MERGER;
(II) EACH OWNER OF THE SURVIVING ENTITY
IMMEDIATELY BEFORE THE MERGER WILL HOLD THE SAME INTEREST, WITH
IDENTICAL DESIGNATIONS, PREFERENCES, LIMITATIONS, AND RELATIVE
RIGHTS, IMMEDIATELY AFTER THE MERGER;
(III) NONE OF THE CONSTITUENT ENTITIES
IS A NONPROFIT CORPORATION; AND
(IV) THE OWNER OF THE SURVIVING ENTITY
IMMEDIATELY BEFORE THE MERGER, BY VIRTUE OF THEIR OWNER'S INTERESTS
IN THE SURVIVING ENTITY IMMEDIATELY BEFORE THE MERGER:
(A) OWNS AT LEAST EIGHTY PERCENT OF THE
VALUE OF OWNER'S INTERESTS OF ALL OWNERS OF THE SURVIVING ENTITY
IMMEDIATELY AFTER THE MERGER; AND
(B) IS ENTITLED TO A VOTE OR RIGHT TO
CONSENT EQUAL TO AT LEAST EIGHTY PERCENT OF THE RIGHT TO VOTE
OR CONSENT OF ALL OWNERS OF THE SURVIVING ENTITY IMMEDIATELY AFTER
THE MERGER.
(5) AFTER THE PLAN OF MERGER IS APPROVED
IN ACCORDANCE WITH THIS SECTION, THE SURVIVING ENTITY SHALL DELIVER
TO THE SECRETARY OF STATE FOR FILING A STATEMENT OF MERGER THAT
SHALL CONTAIN:
(a) THE NAME, STATE OF ORGANIZATION, AND
FORM OF ENTITY OF EACH MERGING ENTITY;
(b) THE NAME, STATE OF ORGANIZATION, AND
FORM OF ENTITY OF THE SURVIVING ENTITY; AND
(c) THE STREET ADDRESS OF THE SURVIVING
ENTITY'S PRINCIPAL OFFICE AND OF AN OFFICE IN THIS STATE, IF ANY.
(6) THE MERGER SHALL BECOME EFFECTIVE
AS PROVIDED BY THE ORGANIC STATUTE GOVERNING THE SURVIVING ENTITY.
IF THE ORGANIC STATUTE GOVERNING THE SURVIVING ENTITY DOES NOT
SO PROVIDE, THE MERGER TAKES EFFECT ON THE LATER OF THE EFFECTIVE
DATE SET FORTH IN THE STATEMENT OF MERGER, IF ANY, AND THE TIME
OF FILING OF THE FILED CONSTITUENT DOCUMENT OF THE RESULTING ENTITY.
(7) NOTHING IN THIS STATUTE SHALL LIMIT
THE COMMON LAW POWERS OF THE ATTORNEY GENERAL CONCERNING THE MERGER
OF A NONPROFIT CORPORATION.
790204. Effect of merger.
(1) AFTER A MERGER IS EFFECTIVE:
(a) FOR ALL PURPOSES, ALL OF THE RIGHTS,
PRIVILEGES, AND POWERS OF EACH OF THE MERGING ENTITIES, AND ALL
PROPERTY, REAL, PERSONAL, AND MIXED, AND ALL DEBTS DUE TO EACH
OF THE MERGING ENTITIES, AS WELL AS ALL OTHER THINGS AND CAUSES
OF ACTION OF EACH OF THE MERGING ENTITIES, SHALL BE VESTED IN
THE SURVIVING ENTITY AND SHALL THEREAFTER BE THE PROPERTY OF THE
SURVIVING ENTITY AS THEY WERE OF THE MERGING ENTITIES. THE TITLE
TO ANY REAL PROPERTY VESTED BY DEED OR OTHERWISE IN EACH OF THE
MERGING ENTITIES SHALL NOT REVERT OR BE IN ANY WAY IMPAIRED BY
REASON OF THE MERGER; EXCEPT THAT ALL RIGHTS OF CREDITORS AND
ALL LIENS UPON ANY PROPERTY OF EACH OF THE MERGING ENTITIES SHALL
BE PRESERVED UNIMPAIRED. ALL DEBTS, LIABILITIES, AND DUTIES OF
THE MERGING ENTITIES SHALL ATTACH TO THE SURVIVING ENTITY AND
MAY BE ENFORCED AGAINST THE SURVIVING ENTITY TO THE SAME EXTENT
AS IF SAID DEBTS, LIABILITIES, AND DUTIES HAD BEEN INCURRED OR
CONTRACTED BY THE SURVIVING ENTITY.
(b) ANY OWNER WHO WAS LIABLE FOR THE DEBTS,
OBLIGATIONS, AND LIABILITIES OF ANY MERGING ENTITY BY VIRTUE OF
BEING AN OWNER OF THE MERGING ENTITY, BUT WHO WILL OTHERWISE NOT
BE LIABLE FOR THE DEBTS, OBLIGATIONS, AND LIABILITIES OF THE SURVIVING
ENTITY, REMAINS LIABLE FOR THE DEBTS, OBLIGATIONS, AND LIABILITIES
OF THE MERGING ENTITY INCURRED BEFORE MERGER TO THE SAME EXTENT
AS IF THE MERGER HAD NOT TAKEN PLACE.
(c) UNLESS OTHERWISE AGREED, OR AS REQUIRED
UNDER THE ORGANIC STATUTE GOVERNING A MERGING ENTITY, NO MERGING
ENTITY SHALL BE REQUIRED TO WIND UP ITS AFFAIRS OR PAY ITS LIABILITIES
AND DISTRIBUTE ITS ASSETS, AND THE MERGER SHALL NOT BE DEEMED
TO CONSTITUTE A DISSOLUTION OF THE MERGING ENTITY.
790205. Scope of article;
article not exclusive. THE PROVISIONS
OF THIS ARTICLE ARE NOT EXCLUSIVE. ENTITIES MAY BE CONVERTED INTO
OTHER ENTITIES IN ANY MANNER SET FORTH BY LAW. THIS ARTICLE SHALL
NOT APPLY TO ANY MERGER OR CONVERSION GOVERNED BY ANY OTHER CONTROLLING
STATUTE.
790206. Article not to
conflict with organic statutes or common
law. (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 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) EXCEPT TO THE EXTENT THE ORGANIC STATUTE
GOVERNING AN ENTITY EXPRESSLY PROVIDES OTHERWISE, THE ENTITY MAY
NOT BE A PARTY TO A MERGER OR CONVERSION UNDER THIS PART 2 UNLESS
A PERSON RECEIVING A PROPERTY OF THE ENTITY AS PART OF THE MERGER
OR CONVERSION, INCLUDING THE RESULTING ENTITY IN THE CASE OF A
CONVERSION AND THE SURVIVING ENTITY IN THE CASE OF A MERGER, WOULD
BE PERMITTED TO RECEIVE THE PROPERTY UNDER THE ORGANIC STATUTE
GOVERNING THE ENTITY AND THE CONSTITUENT GOVERNING DOCUMENTS OF
THE ENTITY:
(a) AS A DISTRIBUTION OF THAT PROPERTY
OF THE ENTITY AS A LIQUIDATING OR OTHER DISTRIBUTION FROM THE
ENTITY TO ITS OWNERS;
(b) AS A TRANSFER OF PROPERTY FOR FAIR
MARKET VALUE, IF THE ENTITY RECEIVES NEW VALUE EQUAL TO, OR IN
EXCESS OF, ALL PROPERTY TRANSFERRED BY THE ENTITY; OR
(c) AS THE RECEIPT OF PROPERTY THAT COULD HAVE BEEN DISTRIBUTED BY THE ENTITY AS A LIQUIDATING OR OTHER DISTRIBUTION FROM THE ENTITY TO ITS OWNERS, IF THE OWNERS OF THE ENTITY WHO COULD HAVE RECEIVED THE PROPERTY CONSENT TO THE TERMS OF THE MERGER OR CONVERSION.
PART 3
FILING DOCUMENTS
790301. Filing requirements
number of copies signature as affirmation.
(1) A DOCUMENT SHALL SATISFY THE REQUIREMENTS OF THIS
SECTION, AND OF ANY OTHER SECTION THAT ADDS TO OR VARIES THESE
REQUIREMENTS, TO BE ENTITLED TO FILING BY THE SECRETARY OF STATE
PURSUANT TO THIS ARTICLE.
(2) THE DOCUMENT SHALL BE ONE THAT IS
REQUIRED OR PERMITTED BY THIS ARTICLE TO BE FILED IN THE OFFICE
OF THE SECRETARY OF STATE.
(3) THE DOCUMENT SHALL CONTAIN ALL INFORMATION
REQUIRED BY THIS ARTICLE AND MAY CONTAIN OTHER INFORMATION AS
WELL.
(4) THE DOCUMENT SHALL BE TYPEWRITTEN
OR PRINTED.
(5) THE DOCUMENT SHALL BE IN THE ENGLISH
LANGUAGE. THE NAME OF THE ENTITY NEED NOT BE IN ENGLISH IF WRITTEN
IN ENGLISH LETTERS OR ARABIC OR ROMAN NUMERALS, AND THE CERTIFICATE
OF EXISTENCE REQUIRED OF FOREIGN ENTITIES NEED NOT BE IN ENGLISH
IF ACCOMPANIED BY A REASONABLY AUTHENTICATED ENGLISH TRANSLATION.
(6) THE DOCUMENT SHALL BE EXECUTED, OR
SHALL BE A TRUE COPY, MADE BY PHOTOGRAPHIC, XEROGRAPHIC, OR OTHER
PROCESS PROVIDING SIMILAR COPY ACCURACY, OF A DOCUMENT THAT HAS
BEEN EXECUTED, BY THE PERSON AUTHORIZED TO EXECUTE THE CONSTITUENT
FILED DOCUMENT WITH RESPECT TO THE ENTITY CAUSING THE DOCUMENT
TO BE FILED. IN THE CASE OF A DOCUMENT TO BE FILED BY A REGISTERED
AGENT, THE DOCUMENT SHALL BE EXECUTED BY THE REGISTERED AGENT
IF THE PERSON IS AN INDIVIDUAL, OR BY A PERSON AUTHORIZED BY THE
REGISTERED AGENT TO EXECUTE THE DOCUMENT IF THE REGISTERED AGENT
IS AN ENTITY.
(7) THE PERSON EXECUTING THE DOCUMENT
SHALL STATE BENEATH OR OPPOSITE SUCH PERSON'S SIGNATURE HIS OR
HER NAME AND THE CAPACITY IN WHICH THE PERSON SIGNS.
(8) THE SIGNATURE OF EACH PERSON SIGNING
THE DOCUMENT SHALL CONSTITUTE THE AFFIRMATION OR ACKNOWLEDGMENT
OF SUCH PERSON, UNDER PENALTIES OF PERJURY, THAT THE DOCUMENT
IS THE PERSON'S ACT AND DEED OR THE ACT AND DEED OF THE ENTITY
AND THAT THE FACTS STATED IN THE DOCUMENT ARE TRUE.
(9) IF THE SECRETARY OF STATE REQUIRES
THE USE OF A FORM OR COVER SHEET FOR A DOCUMENT, THE DOCUMENT
SHALL BE IN OR ON THE REQUIRED FORM OR SHALL HAVE THE REQUIRED
COVER SHEET.
(10) THE DOCUMENT SHALL BE DELIVERED TO
THE SECRETARY OF STATE FOR FILING AND SHALL BE ACCOMPANIED BY
ONE EXACT OR CONFORMED COPY THEREOF, THE CORRECT FILING FEE, AND
ANY PENALTY REQUIRED BY LAW. THE DOCUMENT SHALL STATE, OR BE ACCOMPANIED
BY A WRITING STATING, THE ADDRESS TO WHICH THE SECRETARY OF STATE
MAY SEND A COPY UPON COMPLETION OF THE FILING.
790302. Forms secretary
of state to furnish upon request. THE
SECRETARY OF STATE MAY PREPARE AND FURNISH FORMS AND COVER SHEETS
FOR ANY DOCUMENT REQUIRED OR PERMITTED BY THIS ARTICLE AND MAY
REQUIRE THE USE OF ANY SUCH FORM OR COVER SHEET; HOWEVER, NO REQUIREMENT
THAT A FORM OR COVER SHEET BE USED SHALL PRECLUDE IN ANY WAY THE
INCLUSION IN ANY DOCUMENT OF ANY ITEM THE INCLUSION OF WHICH IS
NOT PROHIBITED BY THIS ARTICLE OR REQUIRE THE INCLUSION OF ANY
ITEM THE INCLUSION OF WHICH IS NOT REQUIRED BY THIS ARTICLE. 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.
790303. 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 2421104
(3), C.R.S., FOR:
(a) ISSUING ANY CERTIFICATE;
(b) FURNISHING WRITTEN INFORMATION CONCERNING
ANY ENTITY;
(c) FURNISHING A COPY OF ANY DOCUMENT
OR INSTRUMENT;
(d) CERTIFYING A COPY OF ANY DOCUMENT
OR INSTRUMENT THAT IS ON FILE WITH THE SECRETARY OF STATE;
(e) SERVICE OF ANY NOTICE, DEMAND, OR
PROCESS UPON THE SECRETARY OF STATE AS THE REGISTERED AGENT OF
AN ENTITY, WHICH AMOUNT MAY BE RECOVERED AS COSTS BY THE PARTY
TO THE SUIT, ACTION, OR PROCEEDING CAUSING SUCH SERVICE TO BE
MADE IF SUCH PARTY PREVAILS THEREIN; AND
(f) FILING ANY DOCUMENT REQUIRED OR PERMITTED
TO BE FILED UNDER ARTICLES 101 TO 117 OF THIS TITLE.
(2) 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
249104, 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, HE OR SHE SHALL BE
PAID IN ADVANCE A PER DIEM ALLOWANCE OF FORTYFOUR DOLLARS
FOR EACH DAY OF ATTENDANCE IN ADDITION TO ANY OTHER FEES, ALLOWANCES,
AND CHARGES.
(3) THE SECRETARY OF STATE SHALL CHARGE
AND COLLECT ALL OTHER FEES AND PENALTIES IMPOSED BY OR ASSESSED
IN ACCORDANCE WITH THIS ARTICLE.
(4) IN ALL CASES WHERE FEES OR CHARGES
ARE IMPOSED UNDER THIS ARTICLE, THE FEE SHALL INCLUDE INDEXING
AND FILING OF THE DOCUMENT AND SHALL INCLUDE AFFIXING THE SEAL
OF THE SECRETARY OF STATE UPON ANY CERTIFIED COPY.
790304. Effective time
and date of document. (1) EXCEPT
AS PROVIDED IN SUBSECTION (2) OF THIS SECTION A DOCUMENT THAT
IS FILED BY THE SECRETARY OF STATE IS EFFECTIVE:
(a) AT THE TIME OF FILING ON THE DATE
IT IS FILED, AS EVIDENCED BY THE SECRETARY OF STATE'S TIME AND
DATE ENDORSEMENT ON THE DOCUMENT; OR
(b) AT THE LATER OF THE TIME SPECIFIED
IN THE DOCUMENT AS ITS EFFECTIVE TIME ON THE DATE IT IS FILED,
AS SUCH DATE IS SPECIFIED IN THE SECRETARY OF STATE'S TIME AND
DATE ENDORSEMENT ON THE DOCUMENT, OR THE TIME SPECIFIED IN SUCH
TIME AND DATE ENDORSEMENT OF THE SECRETARY OF STATE.
(2) A DOCUMENT MAY SPECIFY A DELAYED EFFECTIVE
TIME AND DATE, AND IF IT DOES SO THE DOCUMENT BECOMES EFFECTIVE
AT THE TIME AND DATE SPECIFIED. IF A DOCUMENT SPECIFIES A DELAYED
EFFECTIVE DATE BUT NOT A TIME, THE DOCUMENT IS EFFECTIVE AT THE
CLOSE OF BUSINESS ON THAT DATE. IF A DOCUMENT SPECIFIES A DELAYED
EFFECTIVE DATE THAT IS LATER THAN THE NINETIETH DAY AFTER THE
DATE THE DOCUMENT IS FILED, THE DOCUMENT IS EFFECTIVE ON THE NINETIETH
DAY AFTER IT IS FILED.
(3) IF A DOCUMENT SPECIFIES A DELAYED
EFFECTIVE DATE PURSUANT TO SUBSECTION (2) OF THIS SECTION, THE
DOCUMENT MAY BE PREVENTED FROM BECOMING EFFECTIVE BY DELIVERING
TO THE SECRETARY OF STATE FOR FILING, ON OR BEFORE THE EARLIER
OF THE SPECIFIED EFFECTIVE DATE OF THE DOCUMENT OR THE NINETIETH
DAY AFTER THE DOCUMENT IS FILED, A CERTIFICATE OF WITHDRAWAL,
EXECUTED IN THE SAME MANNER AS THE DOCUMENT BEING WITHDRAWN, STATING:
(a) THAT THE DOCUMENT HAS BEEN REVOKED
BY APPROPRIATE ACTION OF THE ENTITY OR BY COURT ORDER OR DECREE
AND IS VOID; AND
(b) IN THE CASE OF A COURT ORDER OR DECREE,
THAT SUCH COURT ORDER OR DECREE WAS ENTERED BY A COURT HAVING
JURISDICTION OF THE PROCEEDING FOR THE REORGANIZATION OF THE ENTITY
UNDER A SPECIFIED STATUTE OF THE UNITED STATES.
790305. Correcting filed
document. (1) AN ENTITY MAY
CORRECT A DOCUMENT FILED BY THE SECRETARY OF STATE IF THE DOCUMENT
CONTAINS AN INCORRECT STATEMENT OR WAS DEFECTIVELY EXECUTED, ATTESTED,
SEALED, VERIFIED, OR ACKNOWLEDGED.
(2) A DOCUMENT IS CORRECTED BY DELIVERING
TO THE SECRETARY OF STATE FOR FILING ARTICLES OF CORRECTION THAT:
(a) DESCRIBE THE DOCUMENT, INCLUDING ITS
FILING DATE, OR HAVE A COPY OF IT ATTACHED TO THE ARTICLES OF
CORRECTION;
(b) SPECIFY THE INCORRECT STATEMENT AND
THE REASON IT IS INCORRECT OR THE MANNER IN WHICH THE EXECUTION,
ATTESTATION, SEALING, VERIFICATION, OR ACKNOWLEDGMENT WAS DEFECTIVE;
AND
(c) CORRECT THE INCORRECT STATEMENT OR
THE DEFECTIVE EXECUTION, ATTESTATION, SEALING, VERIFICATION, OR
ACKNOWLEDGMENT.
(3) ARTICLES OF CORRECTION MAY BE EXECUTED
BY ANY PERSON AUTHORIZED TO EXECUTE THE CONSTITUENT FILED DOCUMENT
FOR THE ENTITY OR BY THE PERSON OR PERSONS WHO EXECUTED THE DOCUMENT
THAT IS CORRECTED.
(4) ARTICLES OF CORRECTION ARE EFFECTIVE
ON THE EFFECTIVE DATE OF THE DOCUMENT THEY CORRECT EXCEPT AS TO
PERSONS RELYING ON THE UNCORRECTED DOCUMENT AND ADVERSELY AFFECTED
BY THE CORRECTION. AS TO THOSE PERSONS, ARTICLES OF CORRECTION
ARE EFFECTIVE WHEN FILED.
790306. Filing duty of secretary of state manner of filing. (1) IF A DOCUMENT DELIVERED TO THE SECRETARY OF STATE FOR FILING SATISFIES THE REQUIREMENTS OF SECTION 790301, THE SECRETARY OF STATE SHALL FILE IT.
(2) THE SECRETARY OF STATE FILES A DOCUMENT
BY LEGIBLY STAMPING OR OTHERWISE ENDORSING THE WORD "FILED",
TOGETHER WITH THE NAME AND OFFICIAL TITLE OF THE SECRETARY OF
STATE AND THE TIME AND DATE OF RECEIPT, ON BOTH THE DOCUMENT AND
THE ACCOMPANYING COPY OR COPIES. AFTER FILING A DOCUMENT, THE
SECRETARY OF STATE SHALL DELIVER THE ACCOMPANYING COPY, WITH THE
RECEIPT FOR FILING FEES, IF ANY, TO THE ENTITY OR AT THE ADDRESS
STATED PURSUANT TO SECTION 790301(10).
(3) IF THE SECRETARY OF STATE REFUSES
TO FILE A DOCUMENT, THE SECRETARY OF STATE SHALL RETURN IT TO
THE PERSON DELIVERING THE DOCUMENT, 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.
(4) THE SECRETARY OF STATE'S DUTY TO FILE
DOCUMENTS UNDER THIS SECTION 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.
790307. 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 DELIVERING THE DOCUMENT
FOR FILING MAY, WITHIN FORTYFIVE DAYS AFTER THE EFFECTIVE
DATE OF THE NOTICE OF THE REFUSAL GIVEN BY THE SECRETARY OF STATE
PURSUANT TO SECTION 790306 (3), APPEAL TO THE DISTRICT
COURT OF THE COUNTY IN THIS STATE WHERE THE ENTITY'S PRINCIPAL
OFFICE IS LOCATED, OR, IF THE ENTITY HAS NO PRINCIPAL OFFICE IN
THIS STATE, TO THE DISTRICT COURT OF THE COUNTY IN WHICH THE ENTITY'S
REGISTERED OFFICE IS LOCATED OR, IF THE ENTITY HAS NO REGISTERED
OFFICE IN THIS STATE, TO THE DISTRICT COURT OF 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.
790308. Evidentiary effect
of copy of filed document. A CERTIFICATE
ATTACHED TO A COPY OF A DOCUMENT FILED BY THE SECRETARY OF STATE
BEARING THE SECRETARY OF STATE'S SIGNATURE, EITHER MANUAL OR FACSIMILE,
AND THE SEAL OF THIS STATE IS PRIMA FACIE EVIDENCE THAT THE DOCUMENT
IS ON FILE WITH THE SECRETARY OF STATE.
790309. Certificates issued
by secretary of state. (1) THE
SECRETARY OF STATE SHALL ISSUE TO ANY PERSON, UPON REQUEST, A
CERTIFICATE THAT SETS FORTH ANY FACTS OF RECORD IN THE OFFICE
OF THE SECRETARY OF STATE, INCLUDING, IF APPROPRIATE, A CERTIFICATE
OF GOOD STANDING CONCERNING ANY ENTITY.
(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 SET FORTH
THEREIN.
790310. Proof of delivery
for filing. (1) THE SECRETARY
OF STATE MAY CONSIDER A DOCUMENT TO HAVE BEEN RECEIVED FOR FILING
UPON PROOF OF RECEIPT WITH A SIGNED RETURN RECEIPT, AN ENTRY OF
A LOG MAINTAINED BY THE SECRETARY OF STATE OF FACSIMILE TRANSMISSIONS
RECEIVED, OR SUCH OTHER 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 LOG 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 FINDS APPROPRIATE,
INCLUDING, WITHOUT LIMITATION, THE MAKING OF A CHANGE OF NAME
OF THE ENTITY INVOLVED AND PAYMENT OF FEES FOR THE FILING.
(3) APPLICATION FOR RELIEF UNDER THIS
SECTION SHALL BE DELIVERED TO THE SECRETARY OF STATE WITHIN SIXTY
DAYS OF THE RECEIPT OF SUCH DOCUMENT BY THE SECRETARY OF STATE.
THE APPLICATION SHALL CONTAIN SUFFICIENT INFORMATION FOR THE SECRETARY
OF STATE TO IDENTIFY THE TRANSACTION.
790311. Powers.
THE SECRETARY OF STATE HAS ALL POWERS REASONABLY NECESSARY TO
PERFORM THE DUTIES REQUIRED OF THE OFFICE BY THIS ARTICLE.
790312. Restated constituent
filed documents. (1) UNLESS
THE ORGANIC STATUTE GOVERNING AN ENTITY EXPRESSLY PROVIDES OTHERWISE:
(a) AN ENTITY MAY RESTATE ITS CONSTITUENT
FILED DOCUMENT AT ANY TIME BY ACTION OF ITS OWNERS OR OF ANY OTHER
PERSON OR ENTITY AUTHORIZED BY THE ENTITY'S ORGANIC STATUTE TO
FILE DOCUMENTS WITH THE SECRETARY OF STATE ON BEHALF OF THE ENTITY.
(b) THE RESTATEMENT MAY INCLUDE ONE OR
MORE AMENDMENTS TO THE CONSTITUENT FILED DOCUMENT, IF ANY AMENDMENT
TO THE CONSTITUENT FILED DOCUMENT HAS BEEN APPROVED IN THE MANNER
PROVIDED IN THE ORGANIC STATUTE GOVERNING THE ENTITY.
(c) AN ENTITY RESTATING ITS CONSTITUENT
FILED DOCUMENT SHALL DELIVER TO THE SECRETARY OF STATE FOR FILING,
ARTICLES OF RESTATEMENT SETTING FORTH:
(I) THE NAME OF THE ENTITY;
(II) THE TEXT OF THE RESTATED CONSTITUENT
FILED DOCUMENT;
(III) IF THE RESTATEMENT CONTAINS AN AMENDMENT
TO THE CONSTITUENT FILED DOCUMENT, A STATEMENT THAT THE AMENDMENT
HAS BEEN ADOPTED IN ACCORDANCE WITH THE ORGANIC STATUTE GOVERNING
THE ENTITY AND, IF THE ORGANIC STATUTE GOVERNING THE ENTITY REQUIRES
THAT THE AMENDMENT BE APPROVED BY THE OWNERS, A STATEMENT THAT
THE NUMBER OF VOTES CAST, AND, IF APPROPRIATE, THAT THE NUMBER
OF VOTES CAST BY PARTICULAR OWNERS FOR THE AMENDMENT WAS SUFFICIENT
FOR APPROVAL.
(d) UPON FILING BY THE SECRETARY OF STATE
OR AT ANY LATER EFFECTIVE DATE PROVIDED IN THE CONSTITUENT FILED
DOCUMENT, DETERMINED PURSUANT TO SECTION 790304, RESTATED
ARTICLES OF INCORPORATION SUPERSEDE THE ORIGINAL ARTICLES OF INCORPORATION
AND ALL PRIOR AMENDMENTS TO THE ORIGINAL ARTICLES OF INCORPORATION.
SECTION 22. 122117
(3) (c) and (3.5), Colorado Revised Statutes, 1991 Repl. Vol.,
as amended, are amended to read:
122117. Partnerships, professional
corporations, and limited liability companies composed of certified
public accountants registration thereof.
(3) The corporation must be in compliance with the
"Colorado Business Corporation Act", articles 101 to
117 of title 7, C.R.S., and, to the extent applicable under section
7117103, C.R.S., with the "Colorado Corporation
Code", articles 1 to 10 of title 7, C.R.S. The limited liability
company must be in compliance with the "Colorado Limited
Liability Company Act", article 80 of title 7, C.R.S. The
organizing documents of any partnership, the articles of incorporation
of any such corporation, or the articles of organization of any
such limited liability company shall contain provisions complying
with the following requirements:
(c) All partners, shareholders of the
corporation, or members of the limited liability company shall
be jointly and severally liable for all acts, errors, and omissions
of the employees of the partnership, corporation, or limited liability
company except during periods of time when the partnership, corporation,
or limited liability company maintains in good standing professional
liability insurance, OR DESIGNATED OR SEGREGATED MONEYS IN LIEU
OF SUCH PROFESSIONAL LIABILITY INSURANCE, which meets the following
minimum standards SET FORTH IN SUBPARAGRAPHS
(I) TO (V) OF THIS PARAGRAPH (c):
(I) The insurance shall insure the partnership,
corporation, or limited liability company against liability imposed
upon the partnership, corporation, or limited liability company
by law for damages resulting from any claim made against the partnership,
corporation, or limited liability company arising out of ACTS,
ERRORS, AND OMISSIONS COMMITTED IN the performance of professional
services for others by those employees of the partnership, corporation,
or limited liability company who hold certificates to practice
public accounting as certified public accountants.
(II) Such policies shall insure the partnership,
corporation, or limited liability company against liability imposed
upon it by law for damages arising out of the acts, errors, and
omissions of all other employees.
(III) The insurance shall be in an amount
for each claim of at least fifty thousand dollars multiplied by
the number of certified public accountants employed by or members
of the partnership, corporation, or limited liability company
within this state, and the policy may provide for an aggregate
top limit of liability per year for all claims of one hundred
fifty thousand dollars also multiplied by the number of certified
public accountants employed by or members of the partnership,
corporation, or limited liability company within this state; except
that no firm shall be required to carry insurance in excess of
three hundred thousand dollars for each claim with an aggregate
top limit of liability for all claims during the year of one million
dollars and except that the board, in the public interest, may
adopt regulations increasing the minimum amounts of insurance
coverage required by this subsection (3). A POLICY OF INSURANCE
OBTAINED IN ACCORDANCE WITH THIS SUBPARAGRAPH (III) MAY BE ISSUED
ON A CLAIMSMADE OR OCCURRENCE BASIS.
(IV) (A) The policy may provide that
it does not apply to: Any dishonest, fraudulent, criminal, or
malicious act or omission of the insured partnership, corporation,
or limited liability company or any partner, stockholder, member,
or employee thereof; the conduct of any business enterprise in
which the insured partnership, corporation, or limited liability
company under this article is not permitted to engage but which
nevertheless may be owned by the insured partnership, corporation,
or limited liability company or in which the insured partnership,
corporation, or limited liability company may be a partner or
which may be controlled, operated, or managed by the insured partnership,
corporation, or limited liability company in its own or in a fiduciary
capacity including the ownership, maintenance, or use of any property
in connection therewith; and bodily injury to, or sickness, disease,
or death of, any person, or to injury to or destruction of any
tangible property, including the loss of use thereof.
(B) The policy may BE OF A TYPE REASONABLY
AVAILABLE IN THE COMMERCIAL INSURANCE MARKET AND MAY contain reasonable
provisions with respect to policy periods, territory, claims,
conditions, EXCLUSIONS, and other usual matters.
(C) THE POLICY MAY PROVIDE FOR A DEDUCTIBLE,
OR SELFINSURED RETAINED AMOUNT, AND MAY PROVIDE FOR THE
PAYMENT OF DEFENSE OR OTHER COSTS OUT OF THE STATED LIMITS OF
THE POLICY, IN EITHER OR BOTH CASES, ALL PARTNERS, SHAREHOLDERS
OF THE CORPORATION, OR MEMBERS OF THE LIMITED LIABILITY COMPANY
SHALL BE JOINTLY AND SEVERALLY LIABLE FOR ALL ACTS, ERRORS, AND
OMISSIONS OF THE EMPLOYEES OF THE PARTNERSHIP, CORPORATION, OR
LIMITED LIABILITY COMPANY TO THE EXTENT OF THE AMOUNT OF SUCH
DEDUCTIBLE OR RETAINED SELFINSURANCE, AND THE AMOUNT, IF
ANY, BY WHICH THE PAYMENT OF DEFENSE COSTS REDUCES THE INSURANCE
REMAINING AVAILABLE FOR THE PAYMENT OF CLAIMS BELOW THE MINIMUM
LIMIT OF INSURANCE REQUIRED BY THIS PARAGRAPH (c).
(V) A PARTNERSHIP, CORPORATION, OR LIMITED
LIABILITY COMPANY MAY MAINTAIN, IN LIEU OF THE INSURANCE SPECIFIED
IN SUBPARAGRAPH (III) OF THIS PARAGRAPH (c), MONEYS SPECIFICALLY
DESIGNATED AND SEGREGATED AS SECURITY FOR THE PAYMENT OF LIABILITIES
IMPOSED BY LAW AGAINST THE PARTNERSHIP, CORPORATION, OR LIMITED
LIABILITY COMPANY, OR ITS PARTNERS, SHAREHOLDERS, OR MEMBERS,
ARISING OUT OF CLAIMS OF THE TYPE SPECIFIED IN SUBPARAGRAPHS (I)
AND (II) OF THIS PARAGRAPH (c), IN THE AMOUNT OF AT LEAST FIFTY
THOUSAND DOLLARS MULTIPLIED BY THE NUMBER OF CERTIFIED PUBLIC
ACCOUNTANTS EMPLOYED BY OR MEMBERS OF THE PARTNERSHIP, CORPORATION,
OR LIMITED LIABILITY COMPANY WITHIN THIS STATE; EXCEPT THAT SUCH
AMOUNT IS NOT REQUIRED TO EXCEED ONE MILLION DOLLARS AND EXCEPT
THAT THE BOARD, IN THE PUBLIC INTEREST, MAY ADOPT REGULATIONS
INCREASING THE MINIMUM AMOUNT OF DESIGNATED AND SEGREGATED MONEYS
REQUIRED BY THIS SUBPARAGRAPH (V). THE PARTNERSHIP, CORPORATION,
OR LIMITED LIABILITY COMPANY REMAINS IN COMPLIANCE WITH THIS SECTION
NOTWITHSTANDING AMOUNTS PAID FROM THE DESIGNATED OR SEGREGATED
MONEYS IN ANY ONE CALENDAR YEAR IN SETTLING OR DISCHARGING SUCH
CLAIMS, SO LONG AS THE AMOUNT OF THE DESIGNATED AND SEGREGATED
MONEYS IS INCREASED TO AT LEAST THE MINIMUM REQUIRED AMOUNT AS
OF THE FIRST BUSINESS DAY OF THE NEXT CALENDAR YEAR. A PARTNERSHIP,
CORPORATION, OR LIMITED LIABILITY COMPANY IS IN COMPLIANCE WITH
THIS SUBPARAGRAPH (V) IF IT MAINTAINS MONEYS IN THE REQUIRED AMOUNT
IN TRUST OR IN BANK ESCROW IN THE FORM OF CASH, BANK CERTIFICATES
OF DEPOSIT, OR UNITED STATES TREASURY OBLIGATIONS, OR MAINTAINS
IN EFFECT BANK UNCONDITIONAL, IRREVOCABLE LETTERS OF CREDIT IN
THE REQUIRED AMOUNT OR INSURANCE OR SURETY COMPANY BONDS IN THE
REQUIRED AMOUNT. SUCH MONEYS OR EQUIVALENCY SHALL BE MAINTAINED
IN OR ISSUED BY A QUALIFIED UNITED STATES FINANCIAL INSTITUTION
AS DEFINED BY SECTION 101102 (9.5), C.R.S.
(3.5) No limited liability company, registered
limited liability partnership, or foreign limited liability partnership
engaged in the practice of public accounting in this state and
in one or more other jurisdictions shall be required to include
a provision in its articles of organization or organizing documents
as otherwise required by subsection (3) of this section, but shall
be subject, with respect to the practice of public accounting
within this state, to the requirements of paragraphs (a), (b),
(c), and (d) of subsection (3) of this section. and
shall maintain in good standing professional liability insurance
which meets the minimum standards provided in subparagraphs (I)
through (IV) of paragraph (c) of subsection (3) of this section,
or, if it does not maintain such insurance, its members or partners
shall be jointly and severally liable for all acts, errors, and
omissions of its employees occurring in this state during periods
of time that it does not maintain such insurance.
SECTION 23. Article
30 of title 38, Colorado Revised Statutes, 1982 Repl. Vol., as
amended, is amended BY THE ADDITION OF A NEW SECTION to read:
3830172. Evidence of existence
and authority definitions. (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 24401, 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 THE FOLLOWING RECORDED INSTRUMENT:
(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 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 INSOFAR AS
THE FACTS AFFECT TITLE TO REAL PROPERTY AND OF THE 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.
SECTION 24. Safety
clause. The general assembly hereby finds, determines, and
declares that this act is necessary for the immediate preservation
of the public peace, health, and safety.
____________________________ ____________________________
Tom Norton Charles E. Berry
PRESIDENT OF SPEAKER OF THE HOUSE
THE SENATE OF REPRESENTATIVES
____________________________ ____________________________
Joan M. Albi Judith M. Rodrigue
SECRETARY OF CHIEF CLERK OF THE HOUSE
THE SENATE OF REPRESENTATIVES
APPROVED________________________________________
_________________________________________
Roy Romer
GOVERNOR OF THE STATE OF COLORADO