H.B. 04-1224 Nonprofit corporations - youths serving on boards of directors. Permits persons under 18 years of age to serve as directors of nonprofit corporations.
APPROVED by Governor April 7, 2004
EFFECTIVE August 4, 2004
NOTE: This act was passed without a safety clause. For further explanation concerning the
effective date, see page vi of this digest.
H.B. 04-1398 Regulation - secretary of state - filing requirements. Amends corporate law in title 7 to:
● Conform with changes made by House Bill 03-1377 that would otherwise become effective July 1, 2004, except with regard to:
● Trade names; and
● Limitations on an entity's ability to sue for the collection of its debts,
with regard to which the bill restores the law to its status prior to the passage of House Bill 03-1377;
● Increase the secretary of state's ability to flexibly accept, file, manage, and provide access to corporate entities' documentation;
● Clarify and reorganize the law without making substantive changes;
● Conform with gender-neutral and other modern language conventions; and
● Remove obsolete provisions.
Prohibits the filing with the secretary of state of documentation regarding "any other matter relating to the partnership" from being deemed public notice of such matters with regard to statements of registration, dissolution, and partnership authority.
Specifies that if either a converting or resulting entity has or will have a constituent document filed with the secretary of state, then the converting entity must file a statement of conversion with the secretary of state.
Requires a plan of corporate merger to state any amendments to the constituent documents of the surviving entity effected by the merger and a statement of such change to be filed with the secretary of state. Specifies requirements for the conversion or merger of a domestic entity with or into a foreign entity.
Increases from 120 to 400 days the period within which an entity may act to become reinstated in response to a missing annual report. Automatically gives a foreign entity that has had its authority revoked a new foreign entity name.
Modifies requirements for the transfer of the registered true name of a foreign entity to another foreign entity.
APPROVED by Governor May 28, 2004
EFFECTIVE July 1, 2004
H.B. 04-1399 Limited liability companies - regulation. Amends laws relating to a limited liability company ("LLC") by:
● Specifying the effects of and methods to modify an operating agreement;
● Altering the rules governing LLC management, including new duties for members and managers, new indemnification obligations and rights, and new record-keeping requirements;
● Changing the rules for member admission, contributions, resignation, transfer of interests, voting, meetings, and LLC dissolution.
APPROVED by Governor May 21, 2004
EFFECTIVE July 1, 2004
H.B. 04-1448 Trade names - registry - transfer from department of revenue to secretary of state - requirements. Repeals part 3 of article 35 of title 24, Colorado Revised Statutes, effective May 30, 2006, relating to the registration of trade names with the department of revenue by entities other than those that file with the secretary of state. Repeals and reenacts article 71 of title 7, Colorado Revised Statutes, effective May 30, 2006, to provide for a single registry for trade names maintained by the secretary of state. Facilitates the transfer of department of revenue trade name records to the secretary of state and specifies the disposition of fees collected by the department of revenue for trade name registrations and related documents.
Specifies that all persons except nonprofit entities transacting business under a name other than the true name of the person, and all general partnerships transacting business under a name other than the true name of each general partner, must have an effective statement of trade name on file in the records of the secretary of state.
Eliminates the requirement that trade names on file in the records of the secretary of state be distinguishable on the record from trademarks, entity names, and other trade names. Establishes legal consequences and penalties for not having an effective statement of trade name on file. Specifies the contents, legal effect, effectiveness, and procedures for the withdrawal and renewal of a statement of trade name. Allows nonprofit entities to file statements of trade name.
Allows trade name affidavits to be recorded with county clerks and recorders and specifies the legal effect of recording. Addresses the effectiveness of statements of trade name filed prior to the effective date of the act.
APPROVED by Governor May 28, 2004
EFFECTIVE May 30, 2006
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