BY REPRESENTATIVES Udall, Mace, Paschall, and Reeser;
also SENATOR Mutzebaugh.
CONCERNING THE REPRESENTATION OF CLOSELY HELD BUSINESS
ENTITIES BY PERSONS WHO ARE NOT LICENSED TO PRACTICE LAW IN THIS
STATE.
Be it enacted by the General Assembly of the State
of Colorado:
SECTION 1. 131127
(1), (2), (3), (4), and (5), Colorado Revised Statutes, are amended,
and the said 131127 is further amended BY THE ADDITION
OF THE FOLLOWING NEW SUBSECTIONS, to read:
131127. Entities
legislative declaration representation.
(1) As used in this section, unless the context otherwise
requires:
(a) "Closely held corporation
ENTITY" means a privately held
corporation AN ENTITY, AS DEFINED
IN SECTION 790102 (20), C.R.S., with no more than
three shareholders
OWNERS.
(a.2) "COOPERATIVE" SHALL HAVE
THE SAME MEANING AS SET FORTH IN SECTION 790102 (9),
C.R.S.
(a.5) "Corporate licensed child placement
agency" means a corporation which
AN ENTITY THAT places, or arranges for placement of, the care
of any child with any family, person, or institution other than
persons related to said child and which
THAT is licensed by the department of human services pursuant
to section 266104, C.R.S., as a child placement agency.
(b) "Officer"
means a duly elected president, vicepresident, secretary,
or treasurer of a corporation. "CORPORATION"
SHALL HAVE THE SAME MEANING AS SET FORTH IN SECTION 790102
(10), C.R.S.
(c) "Shareholder"
means an individual, an association of individuals, a partnership,
or a corporation having title to any share of a corporate stock
"ENTITY" SHALL HAVE THE SAME MEANING AS SET FORTH IN
SECTION 790102 (20), C.R.S.
(d) "LIMITED LIABILITY COMPANY"
SHALL HAVE THE SAME MEANING AS SET FORTH IN SECTION 790102
(32), C.R.S.
(e) "LIMITED PARTNERSHIP" SHALL
HAVE THE SAME MEANING AS SET FORTH IN SECTION 790102
(34), C.R.S.
(f) "LIMITED PARTNERSHIP ASSOCIATION"
SHALL HAVE THE SAME MEANING AS SET FORTH IN SECTION 790102
(35), C.R.S.
(g) "NONPROFIT ASSOCIATION"
SHALL HAVE THE SAME MEANING AS SET FORTH IN SECTION 790102
(38), C.R.S.
(h) "NONPROFIT CORPORATION"
SHALL HAVE THE SAME MEANING AS SET FORTH IN SECTION 790102
(39), C.R.S.
(i) "OFFICER" MEANS A PERSON
GENERALLY OR SPECIFICALLY AUTHORIZED BY AN ENTITY TO TAKE ANY
ACTION CONTEMPLATED BY THIS SECTION.
(j) "OWNER" SHALL HAVE THE SAME
MEANING AS SET FORTH IN SECTION 790102 (43), C.R.S.
(2) Except as otherwise provided in section
136407, a closely held Colorado
corporation which is in compliance with the requirements otherwise
imposed on corporations by law ENTITY
may be represented before any court of record or any administrative
agency by an officer OF SUCH CLOSELY HELD ENTITY if:
(a) The amount at issue in the controversy
or matter before the court or agency does not exceed ten thousand
dollars, exclusive of costs, interest, or statutory penalties,
on and after January 1, 1991; and
(b) The officer provides the court or
agency, at or prior to the trial or hearing, with a
notarized copy of a written resolution signed by at least fifty
percent of the corporation's shareholders of record authorizing
EVIDENCE SATISFACTORY TO THE COURT OR AGENCY OF THE AUTHORITY
OF the officer to appear on behalf of the corporation
CLOSELY HELD ENTITY in all matters within the jurisdictional limits
set forth in this section.
(2.3) FOR THE PURPOSES OF THIS SECTION,
EACH OF THE FOLLOWING PERSONS SHALL BE PRESUMED TO HAVE THE AUTHORITY
TO APPEAR ON BEHALF OF THE CLOSELY HELD ENTITY UPON PROVIDING
EVIDENCE OF THE PERSON'S HOLDING THE SPECIFIED OFFICE OR STATUS:
(a) AN OFFICER OF A COOPERATIVE, CORPORATION,
OR NONPROFIT CORPORATION;
(b) A GENERAL PARTNER OF A PARTNERSHIP
OR OF A LIMITED PARTNERSHIP;
(c) A PERSON IN WHOM THE MANAGEMENT OF
A LIMITED LIABILITY COMPANY IS VESTED OR RESERVED; AND
(d) A MEMBER OF A LIMITED PARTNERSHIP
ASSOCIATION.
(3) The court may rely upon a written
resolution of a closely held Colorado
corporation which ENTITY THAT allows
a named officer to appear in the corporation's
CLOSELY HELD ENTITY'S behalf.
(4) A corporation's
CLOSELY HELD ENTITY'S exercise of the option authorized by this
section to be represented by an officer shall not alone be construed
to establish personal liability of the representing officer or
any other officer, director, OWNER, or shareholder for corporate
action TAKEN BY THAT CLOSELY HELD ENTITY.
(5) A corporate licensed child placement
agency, as defined in paragraph (a.5) of subsection (1) of this
section, which
THAT is in compliance with the requirements otherwise imposed
on corporations
CLOSELY HELD ENTITIES by law, may be represented by any named
officer or designated agent of the agency in any proceeding involving
the termination of the parentchild relationship pursuant
to the "Colorado Children's Code", title 19, C.R.S.,
or in any proceeding involving a petition for adoption pursuant
to section 195208, C.R.S.
(6) NOTHING IN THIS SECTION SHALL BE INTERPRETED
TO RESTRICT THE CLASSES OF PERSONS WHO, OR CIRCUMSTANCES IN WHICH
PERSONS, MAY BE REPRESENTED BY OTHER PERSONS, OR MAY APPEAR IN
PERSON, BEFORE COLORADO COURTS OR ADMINISTRATIVE AGENCIES.
SECTION 2. Effective
date applicability. (1) This act shall
take effect February 1, 1999, unless a referendum petition is
filed during the ninetyday period after final adjournment
of the general assembly that is allowed for submitting a referendum
petition pursuant to article V, section 1 (3) of the state constitution.
If such a referendum petition is filed against this act or an
item, section, or part of this act within such period, then the
act, item, section, or part, shall take effect on the specified
date only if approved by the people.
(2) The provisions of this act shall apply to civil actions filed on or after the applicable effective date of this act.
____________________________ ____________________________
Charles E. Berry Tom Norton
SPEAKER OF THE HOUSE PRESIDENT OF
OF REPRESENTATIVES THE SENATE
____________________________ ____________________________
Judith M. Rodrigue Patricia K. Dicks
CHIEF CLERK OF THE HOUSE ASSISTANT SECRETARY OF
OF REPRESENTATIVES THE SENATE
APPROVED________________________________________
_________________________________________
Roy Romer
GOVERNOR OF THE STATE
OF COLORADO