S.B. 94-107 Limited liability companies - organization - powers - rights and liabilities of members - dissolution - merger and conversion. Makes a number of changes to the "Colorado Limited Liability Company Act" governing limited liability companies ("LLCs"), including both tax-related changes and non-tax-related changes.
Principal tax-related changes are as follows: (1) Provides options in terms of both continuation and admission to membership of transferees of property of an LLC; (2) Allows management by members in addition to managers; (3) Allows for the existence of one-person LLCs; (4) Eliminates the current requirement that there be 2 members remaining after dissolution in order for the LLC's business to continue; (5) Requires LLCs organized under the current act to make an affirmative election by all members to adopt the new act.
Other principal changes to existing LLC law are as follows: (1) Eliminates the 30-year limitation on duration; (2) Allows an LLC to carry on any lawful activity regardless of whether the activity is engaged in for profit or whether it could be engaged in by a limited partnership; (3) Prohibits "piercing the corporate veil" for mere failure to observe the formalities or requirements relating to the management of an LLC's business and affairs; (4) Adds provisions allowing mergers and the conversion of partnerships into LLCs; (5) Allows nonwritten operating agreements while specifying certain matters that must be agreed to in writing; (6) Prohibits amendment to the articles of organization except with the written consent of all members unless otherwise provided in a written operating agreement; (7) Provides for management by entities that are not natural persons; (8) Tightens resignation and buyout provisions, eliminating the right of a resigning member to receive the full value of the member's interest and limiting payments after resignation to income plus the return of contributions; (9) Eliminates the current requirement that the right to continue be included in the articles of organization; (10) Modifies rules governing the liability of members for contributions and for wrongful and rightful return of contributions; (11) Adds a provision permitting dissolution at the time or upon the occurrence of events specified in writing in the articles of organization or an operating agreement, in addition to currently existing grounds for dissolution such as death of a member; and, to cover cases of the death of a member, adopts rules similar to those applicable to a deceased partner in a partnership; (12) Provides for indemnification of members for expenditures following the partnership model rather than the corporate model, on which existing statutes are based; (13) Clarifies language dealing with agency authority of managers.
Wherever possible, incorporates into the act provisions based on uniform statutes such as the "Colorado Uniform Limited Partnership Act of 1981" ("CRULPA"), the Colorado "Uniform Partnership Law" ("UPL"), and recently updated drafts of the "Uniform Limited Liability Company Act" ("ULLCA"), the "Revised Uniform Partnership Act" ("RUPA"), and the "Revised Uniform Limited Partnership Act" ("RULPA").
APPROVED by Governor April 19, 1994
EFFECTIVE July 1, 1994
S.B. 94-168 Unincorporated nonprofit associations - regulation - uniform act. Allows unincorporated nonprofit associations to receive, hold, and transfer real and personal property in the name of the association in this state regardless of the relationship the association has with the state. Requires nonprofit associations to record statements of authority for the transference of real property before any property may be transferred. Sets forth what information must be contained in a recorded statement. Allows such statements to be relied upon by third parties involved in real estate transactions. Specifies the procedure for disposition of personal property belonging to an inactive nonprofit association.
Provides a limitation on the contract and tort liability of members of an association while permitting such an association to incur liabilities in its own name. Specifies that a judgment or order entered against the association is not necessarily a judgment or order entered against a member of the association. States that a claim against an association does not abate merely because of a change in its structure.
Permits associations to designate agents for service of process. Sets out how a summons and complaint must be served. Specifies that associations do not need to create any sort of corporation for this act to apply.
States that the provisions of the act apply to transfers of property which occurred before July 1, 1994, if the parties treated the transfer as effective. Specifies that a pre-July 1, 1994, transfer will only effectively impart notice if the transfer is recorded in the county in which the property is located on a date after July 1, 1994. Specifies that notice shall be effective as of the date after July 1, 1994, on which the recording occurs.
APPROVED by Governor May 22, 1994
EFFECTIVE July 1, 1994
H.B. 94-1127 Cooperative telephone associations - use of patronage capital. Expands the term "patronage capital" to include capital credits, patronage dividends, and patronage refunds allocated by cooperative telephone associations. Allows cooperative telephone associations to use unclaimed patronage capital for expenditures associated with the provision of service.
APPROVED by Governor March 29, 1994
EFFECTIVE March 29, 1994
H.B. 94-1131 Documents - filing - duties of secretary of state - service of process on business entities - registering and filing of trademark documents - classification of goods for trademark purposes - tradenames of and use of assumed names by corporations, limited partnerships, and limited liability companies. Allows notice of dissolution of a corporation or of revocation of authority of a foreign corporation to do business in Colorado, as well as notice of reinstatement, to be sent via regular mail rather than certified mail, return receipt requested. Defines "registered agent" of a nonprofit corporation and of a foreign nonprofit corporation. Outlines procedures for service of process on such corporations.
Adds provisions detailing procedures for filing of documents by the secretary of state.
Clarifies the criteria by which the secretary of state registers a trademark application or an assignment of a trademark. Repeals certain requirements of the secretary of state when registering a trademark registration (including the listing of date and place of registration, date of first use of trademark, and class of goods and services covered by the trademark) and simplifies the filing procedure by making it the same as for other corporate documents. Allows for appeal if a trademark application is rejected. Revises the statutory classification of goods and services for trademark purposes. Requires that a corporate or limited liability company name not be confusingly or deceptively similar to a registered trademark.
Adds limited liability companies to the entities mentioned in trademark statutes and other statutes relating to filing of documents with the secretary of state, including provisions relating to assumed names, trade names, and name changes. Deletes the separate requirement of "acknowledgment" of documents which are required to be "signed" by authorized persons and expands the list of persons who may sign such document. Deletes the requirement that limited liability companies and other entities include certain abbreviations such as "Ltd." in their registered tradenames.
Adds provisions concerning proof of receipt of documents to be filed by the secretary of state, including receipt of facsimile transmissions and procedures for requesting issuance of such proof.
APPROVED by Governor March 15, 1994
EFFECTIVE July 1, 1994
H.B. 94-1193 Health care coverage cooperatives - provider networks - creation - powers and duties - requirements - appropriation. Authorizes the creation of health care coverage cooperatives for purposes of providing member health coverage and health care purchasing services and information and provider networks for purposes of enabling health care providers to engage in collaborative systems to deliver health care at competitive market prices to cooperatives and other purchasers. Establishes procedures for the organization of such health care coverage cooperatives in the form of not-for-profit business organizations currently recognized in law and provider networks in any form currently recognized in law. Requires health care coverage cooperatives to pay fees to the secretary of state as required by law and authorizes the executive director of the department of health care policy and financing to collect fees to cover the administrative costs of the executive director's duties under this act.
Provides that cooperatives shall consist of voluntary members and shall have governing bodies elected by such members. Specifies requirements for the privacy of health information obtained by such cooperatives. Requires cooperatives to obtain a certificate of authority from the executive director of the department of health care policy and financing and, until January 1, 1996, allows existing cooperatives or newly created cooperatives to be granted a certificate of authority. Authorizes the executive director of the department of health care policy and financing to promulgate rules to regulate health care coverage cooperatives under this act. Authorizes such executive director to provide, within available grants and donations, technical assistance in the form of in-kind services to cooperatives meeting certain requirements. Sets requirements for granting, denying, suspending, or revoking certificates of authority and authorizes administrative action to be taken directly against any responsible party of a cooperative for any violation of this act. Unless specifically authorized, prohibits cooperatives from engaging in activities constituting the transaction of the business of insurance as defined in the insurance laws. Specifies the powers, duties, and functions of such cooperatives, including provisions with which cooperatives are required to comply, optional provisions, and provisions which specifically prohibit cooperatives from engaging in certain activities. Sets standards for marketing requirements for cooperatives.
Authorizes health care providers to conduct business collaboratively as provider networks. Specifies that if a provider network or individual provider is engaged in the transaction of insurance business, as defined in the insurance laws, such provider network or individual provider must be granted a certificate of authority by the insurance commissioner to do business as an insurance company or a health maintenance organization. Provides that a provider network or individual provider using a capitated contract or other agreement with a health insurer shall not itself be grounds for a determination by the insurance commissioner that the provider network or individual provider is engaged in the transaction of insurance business so long as an officer of the provider network or individual provider certifies annually to the insurance commissioner that it is not engaged in the transaction of insurance business.
Requires the insurance commissioner, in consultation with health care providers and other appropriate persons, to evaluate the need for specific legislation or regulations for the licensure of provider networks and individual providers, with recommendations to the general assembly where appropriate. Authorizes the insurance commissioner to evaluate and, if found appropriate, to promulgate rules setting forth standards or requirements specific to licensed provider networks or licensed individual providers concerning solvency and operational capacity or the performance of services consistent with the extent of risk being accepted. Requires the commissioner to make recommendations to the general assembly by July 1, 1995, on any needed statutory changes for the regulation of such provider networks and individual providers.
Creates a limited exception to the prohibition on the corporate practice of licensed health care providers for practitioners involved in provider networks so long as the agreement allowing such relationship contains certain specified safeguards on the exercise of the licensed person's independent judgment in the practice of such person's profession.
Provides that no provision of this act shall be construed to permit a provider network or individual provider to act in a concerted way to restrain trade or otherwise engage in practices which are otherwise prohibited by federal or state antitrust law. Specifies that the state antitrust laws shall not be construed to prohibit the lawful formation and operation of health care coverage cooperatives or provider networks. Specifies that licensed provider networks operating under anapproved collaborative agreement are also subject to the regulatory authority of the insurance commissioner and are not exempt from such regulation.
Appropriates $61,000 from the department of health care policy and financing cash fund to such department for the implementation of this act, and appropriates $35,511 from the division of insurance cash fund to such division for the implementation of this act.
APPROVED by Governor June 2, 1994
EFFECTIVE July 1, 1994
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