Digest of Bills - 2002
CORPORATIONS AND ASSOCIATIONSH.B. 02-1147 Dissemination of false information to obtain hospital admittance or care - access to dependency and
neglect records - filing of corporate documents by business entities - collection of agricultural information -
confidentiality of agricultural reports - appropriation. Creates the criminal offense of dissemination of false information
to obtain hospital admittance or care. Specifies that any person commits such offense where such person knowingly
provides false identifying information for the purpose of either obtaining admittance to, or health services from, a
particular hospital or evading an obligation by the person to make payment to the hospital for services provided at the
person's request. Specifies that any person who commits said offense commits a class 1 misdemeanor.
Expands the
list of persons or agencies entitled to obtain access to child abuse or
neglect records and reports to
include the assigned designee of a parent, guardian, legal custodian,
or other person responsible for the health or
welfare of a child named in a report acting by and through a validly
executed power of attorney.
In connection
with existing statutory requirements contained in part 3 of article 90
of title 7, Colorado Revised
Statutes, for the filing of corporate documents by, or on behalf of,
businesses, corporations, nonprofit corporations,
associations, and partnerships:
-
Specifies that a document shall be subject to said part 3 if the
document is required or permitted to be filed in the
records of the secretary of state pursuant to any provision of said
title 7 or any other organic statute of the state.
-
In general, standardizes procedures for the filing of particular
documents by, or on behalf of, corporations,
associations, and partnerships to require in such cases that the
document be delivered to the secretary of state for filing
under said part 3. Specifies that any provision in said title 7 or any
other organic statute of the state that provides for
filing of a document with the secretary of state or with the office of
the secretary of state or in the records of the
secretary of state shall be deemed to mean delivery of the document to
the secretary of state for filing pursuant to said
part 3.
-
Specifies that, notwithstanding any other provision requiring the
signature of, or execution by, any person or
persons on a document, no such signature or execution shall be required.
-
Specifies that any document delivered to the secretary of state for
filing shall be typewritten or printed on paper
or shall be on or in such other medium as may be acceptable to the
secretary of state and from which the secretary of
state may create a document that is typewritten or printed on paper
containing all of the contents of the document.
Authorizes the secretary of state to require that the document, if not
on paper, be delivered by any one or more means
or on or in any one or more media. Requires the secretary of state to
ensure, at the earliest practicable time, that
delivery of a document subject to said part 3 for filing be
accomplished electronically, without the necessity for the
presentation of a physical original document or the image thereof, if
all required information is included and is readily
retrievable from the data transmitted. Requires that all such
electronic filings be retained in a form that facilitates
location of the information so filed and production of a true and
accurate physical printout or other representation of
the information so filed.
-
Clarifies that, although the document under existing statutory
provisions is required to be in the English
language, the name of any entity contained in the document need not be
in English if expressed in English letters or
arabic or roman numerals.
-
Deletes existing statutory requirements specifying that a document
shall be executed or shall be an exact copy
made by photographic, xerographic, or other process providing similar
copy accuracy.
-
Requires any document delivered for filing to state the name or names,
and address or addresses, of any one or
more of the individuals who cause the document to be delivered for
filing, but the document need not state the name
and address of more than one such individual. If the document is
delivered to the secretary of state for filing in any
medium other than paper, requires the document to include an electronic
address acceptable to the secretary of state
for the giving of the notice contemplated by this act.
-
In general, changes existing statutory requirements that particular
corporate, association, or partnership
documents be signed and filed to require that the person or entity
authorized to act on behalf of the corporation,
association, or partnership cause the particular document to be
delivered for filing. Specifies that causing a document
to be delivered to the secretary of state for filing constitutes the
affirmation or acknowledgment of each individual
causing such delivery, under penalty of perjury, that the document is
the individual's act and deed or the act and deed
of the entity on whose behalf the individual is causing the document to
be delivered for filing and that the facts stated
in the document are true.
-
Specifies that, except as otherwise provided, in the case of a document
filed by the secretary of state, if no time
is specified in the document as its effective time, such document is
effective at the time of filing on the date it is filed,
as evidenced by the records of the secretary of state. If a time is
specified in the document as its effective time, such
document is effective at the later of the specified time on the date it
is filed, as such date is stated in the records of the
secretary of state, or the time the document is filed by the secretary
of state.
-
Requires the secretary of state to file a document delivered to the
secretary where the document satisfies certain
statutory requirements and all of the requirements of applicable
organic law regarding the filing of the document.
-
Specifies that a certificate attached to a copy of a document that is
in the records of the secretary of state
bearing the secretary's signature and the seal of the state is prima
facie evidence that the document is on file with the
secretary of state.
-
In the case of Colorado business corporations and nonprofit
corporations, specifies that any document delivered
to the secretary of state for filing pursuant to the applicable article
shall be subject to the provisions of said part 3.
-
Requires that the secretary of state commence a proceeding to revoke
the authority of a foreign corporation to
transact business in this state if an incorporator, director, officer,
or agent of the foreign corporation caused a
document to be delivered to the secretary of state for filing that such
person knew was false in any material respect
with the intent that the document be delivered to the secretary of
state for filing.
-
Changes certain existing statutory requirements that a particular
document be executed to require that such
document be approved and, where necessary, delivered to the secretary
of state for filing by one or more persons so
authorized to act on behalf of the business entity.
Requires
that, except as otherwise provided by law, any agricultural statistics
collected by any of the several
state, county, city, town, school district, or institutional officers
specified in section 35-2-101, Colorado Revised
Statutes, shall be collected in accordance with the requirements of
article 2 of title 35, Colorado Revised Statutes.
Expands the type and kind of reports regarded as confidential to
include reports made to any of the several state,
county, city, town, school district, or institutional officers
specified in section 35-2-101, Colorado Revised Statutes.
Appropriates
$304,972 and 2.0 FTE to the department of state for the implementation
of this act.
Makes the act
applicable to criminal offenses committed on or after July 1, 2002.
APPROVED by Governor June 7, 2002
EFFECTIVE July 1, 2002
H.B. 02-1456 Filing of corporate documents by business entities - commencement or maintenance of a derivative
proceeding by a member of limited liability company - judicial dissolution of a limited liability company -
appropriation. In connection with existing statutory requirements contained in part 3 of article 90 of title 7, Colorado
Revised Statutes, for the filing of corporate documents by, or on behalf of, businesses, corporations, nonprofit
corporations, associations, and partnerships:
-
Specifies that a document shall be subject to said part 3 if the
document is required or permitted to be filed in the
records of the secretary of state pursuant to any provision of said
title 7 or any other organic statute of the state.
-
In general, standardizes procedures for the filing of particular
documents by, or on behalf of, corporations,
associations, and partnerships to require in such cases that the
document be delivered to the secretary of state for filing
under said part 3. Specifies that any provision in said title 7 or any
other organic statute of the state that provides for
filing of a document with the secretary of state or with the office of
the secretary of state or in the records of the
secretary of state shall be deemed to mean delivery of the document to
the secretary of state for filing pursuant to said
part 3.
-
Specifies that, notwithstanding any other provision requiring the
signature of, or execution by, any person or
persons on a document, no such signature or execution shall be required.
-
Specifies that any document delivered to the secretary of state for
filing shall be typewritten or printed on paper
or shall be on or in such other medium as may be acceptable to the
secretary of state and from which the secretary of
state may create a document that is typewritten or printed on paper
containing all of the contents of the document.
Authorizes the secretary of state to require that the document, if not
on paper, be delivered by any one or more means
or on or in any one or more media. Requires the secretary of state to
ensure, at the earliest practicable time, that
delivery of a document subject to said part 3 for filing be
accomplished electronically, without the necessity for the
presentation of a physical original document or the image thereof, if
all required information is included and is readily
retrievable from the data transmitted. Requires that all such
electronic filings be retained in a form that facilitates
location of the information so filed and production of a true and
accurate physical printout or other representation of
the information so filed.
-
Clarifies that, although the document under existing statutory
provisions is required to be in the English
language, the name of any entity contained in the document need not be
in English if expressed in English letters or
arabic or roman numerals.
-
Deletes existing statutory requirements specifying that a document
shall be executed or shall be an exact copy
made by photographic, xerographic, or other process providing similar
copy accuracy.
-
Requires any document delivered for filing to state the name or names,
and address or addresses, of any one or
more of the individuals who cause the document to be delivered for
filing, but the document need not state the name
and address of more than one such individual. If the document is
delivered to the secretary of state for filing in any
medium other than paper, requires the document to include an electronic
address acceptable to the secretary of state
for the giving of the notice contemplated by this act.
-
In general, changes existing statutory requirements that particular
corporate, association, or partnership
documents be signed and filed to require that the person or entity
authorized to act on behalf of the corporation,
association, or partnership cause the particular document to be
delivered for filing. Specifies that causing a document
to be delivered to the secretary of state for filing constitutes the
affirmation or acknowledgment of each individual
causing such delivery, under penalty of perjury, that the document is
the individual's act and deed or the act and deed
of the entity on whose behalf the individual is causing the document to
be delivered for filing and that the facts stated
in the document are true.
-
Specifies that, except as otherwise provided, in the case of a document
filed by the secretary of state, if no time
is specified in the document as its effective time, such document is
effective at the time of filing on the date it is filed,
as evidenced by the records of the secretary of state. If a time is
specified in the document as its effective time, such
document is effective at the later of the specified time on the date it
is filed, as such date is stated in the records of the
secretary of state, or the time the document is filed by the secretary
of state.
-
Requires the secretary of state to file a document delivered to the
secretary where the document satisfies certain
statutory requirements and all of the requirements of applicable
organic law regarding the filing of the document.
-
Specifies that a certificate attached to a copy of a document that is
in the records of the secretary of state
bearing the secretary's signature and the seal of the state is prima
facie evidence that the document is on file with the
secretary of state.
-
In the case of Colorado business corporations and nonprofit
corporations, specifies that any document delivered
to the secretary of state for filing pursuant to the applicable article
shall be subject to the provisions of said part 3.
-
Requires that the secretary of state commence a proceeding to revoke
the authority of a foreign corporation to
transact business in this state if an incorporator, director, officer,
or agent of the foreign corporation caused a
document to be delivered to the secretary of state for filing that such
person knew was false in any material respect
with the intent that the document be delivered to the secretary of
state for filing.
-
Changes certain existing statutory requirements that a particular
document be executed to require that such
document be approved and, where necessary, delivered to the secretary
of state for filing by one or more persons so
authorized to act on behalf of the business entity.
With respect
to limited liability companies, authorizes a member of a limited
liability company to commence or
maintain a derivative proceeding only where:
- The
member was a member of the limited liability company at the time of the
act or omission complained of or
the membership interest in such company thereafter devolved by
operation of law; and
-
It appears that the member fairly and adequately represents the
interests of the members similarly situated in
enforcing the right of the limited liability company.
In connection
with such derivative proceeding, specifies legal requirements
pertaining to standing, demand, stay
of proceedings, dismissal, discontinuance or settlement, payment of
expenses, and the extent of the applicability of
such proceedings to foreign limited liability companies.
In connection with judicial dissolution of a limited liability company:
-
Specifies that, on application by or for a member or manager of the
limited liability company, the district court
may decree dissolution whenever it is established that it is not
reasonably practicable to carry on the business of the
limited liability company in conformity with the operating agreement of
said company.
-
On application by a creditor of a limited liability company, authorizes
the district court to decree dissolution of
such company under specified circumstances.
-
Expands the circumstances under which the district court is empowered
to liquidate the assets and business of a
limited liability company to include circumstances where an action has
been filed by or for a member to dissolve a
limited liability company and it is established that the limited
liability company should be dissolved and that liquidation
of its assets and business should proceed under the supervision of the
court.
Appropriates
$304,972 and 2.0 FTE to the department of state for the implementation
of this act.
APPROVED by Governor June 7, 2002
EFFECTIVE October 1, 2002
NOTE: This act was passed without a safety clause. For further explanation concerning the effective date, see page vi
of this digest.
