S.B. 06-187 Business entities. Standardizes rights of creditors, owners, and the entity with respect to dissolved business entities. Clarifies the rights of creditors of a corporation or nonprofit corporation.
Standardizes rules for unlawful distributions for a limited liability partnership, a limited liability limited partnership, and a limited liability company.
Amends the corporation and association laws by:
● Adding a definition of a "mutual ditch company" to the "Colorado Revised Nonprofit Corporation Act";
● Clarifying trade name laws as such laws pertain to delinquent or dissolved entities;
● Modifying the definition, contents, and operation of an operating agreement of a limited liability company;
● Clarifying the duties that a party to an operating agreement has to a limited liability company or to another member, manager, or other person that is a party to the operating agreement;
● Clarifying the role of managers and members of a limited liability company, including agency authority;
● Modifying the voting requirements with respect to mergers and conversions;
● Clarifying the liabilities of directors and officers of a nonprofit corporation that dissolves but continues to operate without winding up;
● Clarifying when a delayed effective date shall not be used when a document is delivered to the secretary of state for filing.
Expands the authority of the secretary of state to propound interrogatories to a domestic entity that has a constituent filed document in the records of the secretary of state, and a foreign entity that is authorized to transact business or conduct activities in Colorado. Sets deadlines by which an entity shall respond to the interrogatories. Increases the penalties for failure to respond to interrogatories.
Makes provisions relating to trade names effective May 30, 2006.
APPROVED by Governor
May 4, 2006
PORTIONS EFFECTIVE
MAY 30, 2006
PORTIONS EFFECTIVE
July 1, 2006
H.B. 06-1140 Registration of trademarks - recodification and modernization of state laws. Repeals and reenacts the Colorado trademark laws.
Establishes requirements and filing procedures for statements of trademark registration, as well as statements regarding the renewal, transfer, or withdrawal of trademark registration. Requires an individual or entity filing a statement of trademark registration to certify that such registrant believes the registrant has the right to use the trademark in connection with the goods and services identified in the filing; that the registrant is currently using the trademark; and that the registrant's use of the trademark does not infringe the rights of any other person in that trademark. Requires that the filing be accompanied by a specimen demonstrating its use. States that filing a statement of trademark registration does not confer substantive rights to the registrant or entitle the registrant to remedies not available at common law.
Defines the period during which a statement of trademark registration is effective and the dates during which the secretary of state may notify the registrant of an impending trademark expiration. Establishes procedures for the cancellation of a statement of trademark registration. Establishes procedures for service of process on a registrant. Makes an existing statement of trademark registration valid until its expiration under current law.
APPROVED by Governor
March 27, 2006
EFFECTIVE May 29,
2007
NOTE: This act was
passed without a safety clause. For further explanation concerning
the effective date, see page vi of this digest.
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