H.B. 03-1218 Public corporations - loans to directors - exemptions. Prohibits a board of directors from authorizing a loan to a director of a public corporation or entity that meets the definition of an issuer under the federal "Sarbanes-Oxley Act of 2002". Creates limited exemptions for loans to directors of public corporations that are consistent with the federal "Sarbanes-Oxley Act of 2002".
APPROVED by Governor June 5, 2003
EFFECTIVE June 5, 2003
H.B. 03-1377 Business entities governed by title 7 - dissolution of limited liability companies - registered agents of entities - service of process on entities - change of principal office address of entities - foreign entities - reinstatement of dissolved entities - standardization of term or word usage in title 7. Makes the following changes to statutory provisions governing business entities contained in title 7, Colorado revised statutes:
● Clarifies information to be included in a statement of authority executed and recorded on behalf of a nonprofit association in connection with the execution of documents affecting title to real property on behalf of the association.
● Specifies that statutory requirements providing for reports from reporting entities apply to cooperatives, registered limited liability partnerships, domestic limited liability companies, domestic limited liability limited partnerships, specified foreign limited liability companies, foreign limited liability limited partnerships, domestic corporations, foreign corporations that are authorized to transact business or conduct activities in this state, domestic nonprofit corporations, and foreign nonprofit corporations that are authorized to transact business or conduct activities in this state.
● Clarifies procedures governing a judicial proceeding to dissolve a cooperative or a limited partnership.
● Specifies that statutory requirements providing for the transaction of business or the conduct of activities by foreign entities apply to foreign cooperatives, foreign limited liability partnerships, foreign limited liability limited partnerships, foreign limited liability companies, foreign corporations, and foreign nonprofit corporations.
● Specifies that statutory requirements providing for registered agents and service of process apply to limited partnerships, domestic limited liability partnerships, domestic limited liability limited partnerships, limited liability companies, foreign limited liability companies, corporations, and nonprofit corporations.
● Specifies that the failure or refusal of the general partners of a limited partnership to approve a certificate of limited partnership or to deliver the certificate to the secretary of state for filing entitles any partner to obtain a court order approving an appropriate certificate and ordering the secretary to file the approved certificate.
● Specifies that the law of the jurisdiction under which a foreign limited partnership or foreign limited liability limited partnership is formed governs its organization and internal affairs and the liability of its partners, and a foreign limited partnership or foreign limited liability limited partnership shall not be denied registration by reason of any difference between that law and the law of this state.
● Clarifies requirements affecting the sanction to be imposed upon specified partnerships that have failed to comply with reporting requirements.
● Specifies that statutory requirements providing for the filing of documents apply to any document filed or to be filed by the secretary of state pursuant to the uniform partnership act or other statutory provisions governing nonprofit corporations.
● Specifies that statutory requirements providing for annual reports apply to limited liability companies.
● Requires a limited liability company, upon dissolution, to deliver to the secretary of state a statement of dissolution. Specifies the contents of the statement. Specifies the effects of dissolution. Specifies procedures to be followed by a limited liability company to dispose of known claims against it. Authorizes a dissolved limited liability company to publish notice of its dissolution and request that persons with claims against it present them in accordance with the notice. Specifies requirements applicable to such notice. Authorizes a claim against a dissolved limited liability company in specified circumstances.
● Authorizes the secretary of state to commence a proceeding for administrative dissolution of a limited liability company in specified circumstances. Specifies procedures to be followed by the secretary in connection with such proceedings. Specifies the effects of administrative dissolution.
● Specifies procedures by which the business and affairs of a dissolved limited liability company may be wound up and liquidated.
● Specifies procedures governing judicial dissolution of a limited liability company. Specifies the judicial relief that may be ordered in connection with a proceeding brought to dissolve a limited liability company. Authorizes a court in a judicial proceeding for the purpose of dissolving a limited liability company to appoint one or more receivers or custodians. Specifies the powers and duties of the receiver or custodian. Authorizes the court to enter a decree dissolving the limited liability company, and specifies further powers of the court in connection with the decree of dissolution.
● Clarifies procedures under which a domestic entity of one form may be converted into any other form of domestic entity. Clarifies procedures under which a domestic entity may merge into a domestic entity of a form the same as or different from any of the merging entities pursuant to a plan of merger.
● Clarifies procedures governing the filing of documents with the secretary of state. Requires all electronically filed documents to be stored by the secretary in an electronic or other medium and to be retrievable by the secretary in perceivable form. Specifies procedures under which a person may amend or otherwise change a filed document if circumstances occur after the filing of the filed document by the secretary that make it appropriate that the filed document be changed. Clarifies requirements pertaining to the evidentiary effect of a copy of a filed document.
● Expands current legal requirements defining what is meant by causing a document to be delivered to the secretary of state to include the affirmation or acknowledgment of the individual causing the delivery that the individual in good faith believes the document is the act and deed of the entity on whose behalf the individual is causing the document to be delivered for filing.
● Authorizes any person who is adversely affected by a failure or refusal of any other person to deliver any document to the secretary of state for filing to petition the appropriate district court to approve the form of the document and to direct the appropriate person to deliver the document to the secretary for filing.
● Clarifies that the secretary of state has all powers reasonably necessary to perform the duties required by the law of this state.
● Requires each reporting entity to deliver to the secretary of state an annual report, and specifies the required contents of the report.
● Clarifies procedures governing the naming of corporate entities.
● Requires every domestic entity for which a constituent document is on file with the records of the secretary of state and every foreign entity authorized to transact business or conduct activities in this state to maintain a registered agent. Specifies qualifications of the registered agent. Specifies procedures governing a change in, or resignation or correction of, the registered agent. Specifies procedures governing service of process on the registered agent.
● Prohibits a foreign entity from transacting business or conducting activities in the state except in compliance with the requirements of this act and not until its statement of foreign entity authority is filed in the records of the secretary of state. Enumerates certain activities the performance of which do not constitute transacting business or conducting activities within the meaning of this act. Specifies that no foreign entity transacting business or conducting activities in this state without authority, nor anyone on its behalf, shall be permitted to maintain a proceeding in any court in this state until a statement of foreign entity authority for the foreign entity is filed in the records of the secretary.
● Authorizes a foreign entity to cause to be delivered to the secretary of state for filing a statement of foreign entity authority. Makes a foreign entity that transacts business or conducts activities in the state without having a statement of foreign authority on file liable to the state for payment of the fee and specified penalties. Specifies the contents of such statement. In specified circumstances, requires a foreign entity to deliver to the secretary for filing an appropriate statement of change of statement of foreign entity.
● Specifies that the filing by the secretary of state of a statement of foreign entity authority authorizes the foreign entity to transact business or conduct activities in this state, subject to the right of the state to revoke such authority in accordance with the requirements of this act. Specifies that a foreign entity that has authority to transact business or conduct activities in this state has the same rights and privileges as, but no greater rights or privileges than, and, except as otherwise provided by said title 7, is subject to the same duties, restrictions, penalties, and liabilities imposed upon, a functionally equivalent domestic entity.
● Specifies the circumstances under which a foreign entity authorized to transact business or conduct activities may relinquish that authority. Specifies procedures regarding service of process on a withdrawn foreign entity. Permits the secretary of state to commence a proceeding to revoke the authority of a foreign entity to transact business or conduct activities in this state under specified circumstances. Specifies procedures for and the effect of such revocation. Authorizes a foreign entity to appeal the secretary's revocation of its authority.
● Under certain circumstances, authorizes specified domestic entities that have been dissolved to be reinstated. Specifies the circumstances under which reinstatement may take place. Specifies the effects of reinstatement.
● For purposes of designating an appropriate district court for the commencement of court proceedings affecting a business entity that has no principle office in the state, allows such proceedings to be commenced in the district court for the county in which the street address of its registered agent is located, or, in the absence of a registered agent, the district court for the city and county of Denver.
Standardizes term or word usage throughout most, if not all, of said title 7 in the following respects:
● In connection with authorized conduct of an entity in Colorado, adds to the phrase "transact business" the phrase "or conduct activities".
● Substitutes the phrase "registered agent" for "registered office".
● Substitutes "stated" for "set forth" or "specified".
● In connection with the establishment of a business entity, substitutes the term "formed" for "organized".
● Makes uniform references to a particular form of business entity as being either a "domestic" or a "foreign" entity.
● In referencing the entire body of law governing business entities in Colorado, substitutes "law" for "laws [of this state]".
● Substitutes references to "jurisdiction" for "state" or "county".
● In connection with statutory requirements identifying the place of business of a particular entity, adds references to the county in which the street address of the principal office of the entity is located.
● Substitutes references to "annual" report for "periodic" report.
● In the context of the filing of documents with the secretary of state, substitutes "deliver to the secretary for filing" for "file with".
● Substitutes the term "nonprofit" for "for-profit" and "not-for-profit".
APPROVED by Governor June 3, 2003
EFFECTIVE July 1, 2004
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