Second Regular Session
Seventy-fourth General Assembly
STATE OF COLORADO
ENGROSSED
This Version Includes All Amendments Adopted
on Second Reading in the House of Introduction
LLS NO. 24-0796.01 Rebecca Bayetti x4348
HOUSE BILL 24-1137
House Committees Senate Committees
Business Affairs & Labor
Appropriations
A BILL FOR AN ACT
C
ONCERNING IMPLEMENTING TH E RECOMMENDATIONS OF THE101
FRAUDULENT FILINGS WORKING
GROUP, AND, IN CONNECTION102
THEREWITH, MAKING AN APPROPRIATION .103
Bill Summary
(Note: This summary applies to this bill as introduced and does
not reflect any amendments that may be subsequently adopted. If this bill
passes third reading in the house of introduction, a bill summary that
applies to the reengrossed version of this bill will be available at
http://leg.colorado.gov
.)
The bill implements the legislative recommendations of the
fraudulent filings working group as identified in the working group's
February 2023 report.
Section 4 of the bill implements recommendation one, which
requires a registered agent who is an individual and not a business entity
HOUSE
Amended 2nd Reading
May 3, 2024
HOUSE SPONSORSHIP
Mauro and Taggart,
SENATE SPONSORSHIP
(None),
Shading denotes HOUSE amendment. Double underlining denotes SENATE amendment.
Capital letters or bold & italic numbers indicate new material to be added to existing law.
Dashes through the words or numbers indicate deletions from existing law. to hold a valid Colorado driver's license or state identification.
Section 4 also implements recommendation 2, which requires a
registered agent that is a business entity to be in good standing in the
Colorado business registry.
Sections 1 and 4 implement recommendation 3, which prohibits
a registered agent from using a United States or commercial post office
box as the registered agent's address.
Sections 3, 5, and 6 implement recommendation 4, which
authorizes the secretary of state to change an entity's status to delinquent
in the business registry immediately following a finding or concession
that the entity was created or registered without authorization or for
fraudulent purposes.
Section 3 also implements recommendation 5, which allows a law
enforcement agency to initiate a fraudulent filing complaint.
Section 7 implements recommendation 6, which allows an entity
that has been delinquent for 5 years or longer to cure its delinquency only
after the filing of an affidavit and photographic identification in addition
to the already required statement.
Section 8 implements recommendation 7, which allows an entity
that has been dissolved for 2 years or longer to be reinstated only after the
filing of an affidavit and photographic identification in addition to the
already required articles of reinstatement.
Section 2 implements recommendation 8, which simplifies the
perjury statement affirmed by all persons when delivering a document to
be filed with the secretary of state.
Be it enacted by the General Assembly of the State of Colorado:1
SECTION 1. In Colorado Revised Statutes, 7-90-102, amend2
(56) and (62) as follows:3
7-90-102. Definitions. As used in this title 7, except as otherwise4
defined for the purpose of any section, subpart, part, or article of this title5
7, or unless the context otherwise requires:6
(56) (a) "Registered agent address" means the street address and,7
if different, the mailing address of the registered agent's primary8
residence in this state or usual place of business in this state if the9
registered agent is an individual, or of the registered agent's usual place10
of business in this state if the registered agent is an entity.11
1137-2- (b) FOR PURPOSES OF THIS SUBSECTION (56), "USUAL PLACE OF1
BUSINESS" MEANS A PLACE IN THIS STATE THAT IS CUSTOMARILY OPEN2
DURING NORMAL BUSINESS HOURS AND WHERE AN INDIVIDUAL WHO IS3
AUTHORIZED TO PERFORM THE SERVICES OF A REGISTERED AGENT ,4
INCLUDING ACCEPTING SERVICE OF PROCESS AND OTHER NOTIFICATIONS ,5
IS COMMONLY PRESENT. "USUAL PLACE OF BUSINESS" DOES NOT INCLUDE6
A UNITED STATES OR COMMERCIAL POST OFFICE BOX .7
(62) "Street address" means, with respect to a physical location,8
the street name and number, city, state, and (if not the United States)9
country, and the postal code, if any, that is required for delivery of mail10
to the location. If, by reason of rural location or otherwise, a street name11
and number, city, or town does not exist, "street address" shall mean an12
appropriate description fixing as nearly as possible the actual physical13
location, but, for all locations in the United States, the county or parish14
and, if any, the rural free delivery route and the United States postal code15
shall be included. W
ITH RESPECT TO THE STREET ADDRESS OF A16
REGISTERED AGENT'S USUAL PLACE OF BUSINESS , AS DEFINED IN17
SUBSECTION (56)(b) OF THIS SECTION, "STREET ADDRESS" DOES NOT18
INCLUDE A UNITED STATES OR COMMERCIAL POST OFFICE BOX .19
SECTION 2. In Colorado Revised Statutes, amend 7-90-301.520
as follows:21
7-90-301.5. Act of causing document to be delivered for filing.22
B
Y causing a document to be delivered to the secretary of state for filing23
pursuant to this part 3, shall constitute the affirmation or acknowledgment
24
of each AN individual causing such delivery AFFIRMS, under penalties25
PENALTY of perjury, that:26
(1) The document is the individual's act and deed, or that the27
1137
-3- individual in good faith believes THAT the document is the act and deed1
of the person on whose behalf the individual is causing the document to2
be IS delivered for filing; taken in conformity with the requirements of3
this part 3, the constituent documents, and the organic statutes, and that4
(2) The individual in good faith believes
THAT the facts stated in5
the document are true; and6
(3) The document complies with the requirements of this part 3,7
the constituent documents, and the organic statutes.8
SECTION 3. In Colorado Revised Statutes, 7-90-314, amend (2)9
introductory portion, (4)(f), (4)(g)(IV)(A), and (4)(g)(V)(A) as follows:10
7-90-314. Fraudulent filings - complaint - review - referral to11
attorney general - referral to administrative law judge - marking12
filing as fraudulent - deceptive trade practice - definition.13
(2) Complaint. A
LAW ENFORCEMENT AGENCY OR A person that is
named14
in or otherwise affected by the filing of a document under this part 3 may15
submit a complaint to the secretary of state, on a form prescribed by the16
secretary of state, alleging that the filing was made in violation of17
subsection (1) of this section. The complaint must include at least the18
following information:19
(4) Review - attorney general - hearing and findings -20
administrative law judge. (f) (I) If the attorney general does not receive21
a response within twenty-one days after mailing a second notice and22
demand as described in subsection (4)(e) of this section, each allegation23
in the notice and demand is deemed conceded by the person that did not24
respond, and the attorney general may certify that fact to the secretary of25
state. Upon receiving the certification, the secretary of state shall take the26
appropriate remedial action under subsections (4)(g)(V) and (4)(g)(VI) of27
1137
-4- this section based on the facts conceded to in the notice and demand.1
(II) A
S USED IN THIS SUBSECTION (4)(f), "CONCEDED NOTICE AND2
DEMAND" MEANS A NOTICE AND DEMAND DESCRIBED IN SUBSECTION (4)(e)3
OF THIS SECTION SENT BY THE ATTORNEY GENERAL TO WHICH THE4
ATTORNEY GENERAL DID NOT RECEIVE A RESPONSE AND IN WHICH ,5
PURSUANT TO SUBSECTION (4)(f)(I) OF THIS SECTION, EACH ALLEGATION6
IS DEEMED CONCEDED BY THE PERSON THAT DID NOT RESPOND .7
(g) (IV) If the administrative law judge finds that subsection (1)8
of this section has been violated, the administrative law judge shall make9
an additional finding as to whether:10
(A) An entity was created
OR REGISTERED without authorization11
or for fraudulent purposes; or12
(V) If the administrative law judge finds that, or if a conceded13
notice and demand sets forth that, an entity was created
OR REGISTERED14
without authorization or for fraudulent purposes, the attorney general15
shall notify the secretary of state, who shall:16
(A) Mark the business record with a notice that the entity is17
unauthorized or fraudulent
AND IS DECLARED DELINQUENT PURSUANT TO18
SECTIONS 7-90-901 AND 7-90-902;19
SECTION 4. In Colorado Revised Statutes, 7-90-701, amend (1)20
and (2); and add (4) as follows:21
7-90-701. Registered agent - definition. (1) Every domestic22
entity for which a constituent filed document is on file in the records of23
the secretary of state and every foreign entity authorized to transact24
business or conduct activities in this state shall continuously maintain in25
this state a registered agent that shall be
IS:26
(a) (I) An individual who is eighteen years of age or older, OLDER27
1137
-5- AND whose primary residence or usual place of business is in this state,1
STATE; 2
(II) TO ESTABLISH ELIGIBILITY PURSUANT TO THIS SUBSECTION3
(1)(a), AN INDIVIDUAL MUST EITHER:4
(A) HOLD A CURRENT, VALID DRIVER'S LICENSE ISSUED BY THIS5
STATE OR AN IDENTIFICATION CARD ISSUED BY THIS STATE ; OR6
(B) OTHERWISE VERIFY THE INDIVIDUAL'S RESIDENCY STATUS7
WITH THE SECRETARY OF STATE CONSISTENT WITH THE SECRETARY OF8
STATE'S POLICIES, WHICH MUST BE DEVELOPED BEFORE JANUARY 1, 2025,9
IN COORDINATION WITH KEY COMMUNITY PARTNERS AND IMPACTED10
COMMUNITIES.11
(b) A domestic entity
IN GOOD STANDING AS LISTED IN THE12
SECRETARY OF STATE'S RECORDS AND having a usual place of business in13
this state; or14
(c) A foreign entity authorized to transact business or conduct15
activities in this state that
IS IN GOOD STANDING AS LISTED IN THE16
SECRETARY OF STATE'S RECORDS AND THAT has a usual place of business17
in this state.18
(2) An entity
IN GOOD STANDING AS LISTED IN THE SECRETARY OF19
STATE'S RECORDS AND having a usual place of business in this state may20
serve as its own registered agent.21
(4) F
OR PURPOSES OF THIS SECTION, "USUAL PLACE OF BUSINESS"22
HAS THE SAME MEANING AS SET FORTH IN SECTION 7-90-102 (56)(b).23
SECTION 5. In Colorado Revised Statutes, 7-90-901, amend24
(1)(b), (1)(c), (2)(d), and (2)(e); and add (1)(d) and (2)(f) as follows:25
7-90-901. Grounds for delinquency. (1) A domestic entity that26
is a reporting entity may be declared delinquent under section 7-90-90227
1137
-6- if:1
(b) The domestic entity does not comply with part 5 of this article,2
providing for reports from reporting entities; or3
(c) The domestic entity does not comply with part 7 of this article,4
providing for registered agents and service of process;
OR5
(d) A
N ADMINISTRATIVE LAW JUDGE FINDS , OR A CONCEDED6
NOTICE AND DEMAND SETS FORTH , PURSUANT TO SECTION 7-90-3147
(4)(g)(V),
THAT THE DOMESTIC ENTITY WAS CREATED WITHOUT8
AUTHORIZATION OR FOR FRAUDULENT PURPOSES .9
(2) A foreign entity that is a reporting entity may be declared10
delinquent under section 7-90-902 if:11
(d) The foreign entity does not deliver for filing an appropriate12
statement of change when necessary to make its statement of foreign13
entity authority true in all respects; or
14
(e) The secretary of state receives a duly authenticated certificate15
from the secretary of state or other official having custody of entity16
records in the jurisdiction under the law of which the foreign entity was17
formed to the effect that it no longer exists as the result of a dissolution18
or merger or otherwise;
OR19
(f) A
N ADMINISTRATIVE LAW JUDGE FINDS , OR A CONCEDED20
NOTICE AND DEMAND SETS FORTH , PURSUANT TO SECTION 7-90-31421
(4)(g)(V),
THAT THE FOREIGN ENTITY WAS REGISTERED WITHOUT22
AUTHORIZATION OR FOR FRAUDULENT PURPOSES .23
SECTION 6. In Colorado Revised Statutes, 7-90-902, amend (1)24
as follows:25
7-90-902. Declaration of delinquency. (1) (a) If the secretary of26
state determines that one or more grounds exist under section 7-90-90127
1137
-7- for declaring an entity delinquent and the entity does not correct each1
ground for declaring it delinquent or demonstrate to the reasonable2
satisfaction of the secretary of state that such ground does not exist within3
sixty days after the secretary of state makes such determination, the entity4
becomes delinquent following the expiration of such sixty days.5
(b) I
F THE SECRETARY OF STATE DETERMINES THAT GROUNDS6
EXIST UNDER SECTIONS 7-90-901 (1)(d) OR (2)(f) FOR DECLARING AN7
ENTITY DELINQUENT, THE ENTITY BECOMES DELINQUENT IMMEDIATELY8
UPON SUCH DETERMINATION AND IS NOT SUBJECT TO THE SIXTY -DAY9
PERIOD SET FORTH IN SUBSECTION (1)(a) OF THIS SECTION.10
SECTION 7. In Colorado Revised Statutes, 7-90-904, amend (1)11
as follows:12
7-90-904. Cure of delinquency. (1) (a) A delinquent
AN entity13
THAT HAS BEEN DELINQUENT FOR FEWER THAN FIVE YEARS may cure its14
delinquency by15
(a) delivering to the secretary of state, for filing pursuant to part16
3 of this article ARTICLE 90, a statement curing delinquency stating THAT17
IS SIGNED BY AN INDIVIDUAL UNDER PENALTY OF PERJURY AND THAT18
STATES:19
(I) The entity's principal office address; and20
(II) The entity's registered agent's name and address.21
(b) (Deleted by amendment, L. 2008, p. 23, ยง 17, effective August22
5, 2008.)23
(c) A
N ENTITY THAT HAS BEEN DELINQUENT FOR FIVE YEARS OR24
LONGER MAY CURE ITS DELINQUENCY BY DELIVERING TO THE SECRETARY25
OF STATE, FOR FILING PURSUANT TO PART 3 OF THIS ARTICLE 90, THE26
FOLLOWING DOCUMENTS :27
1137
-8- (I) A STATEMENT CURING DELINQUENCY THAT IS SIGNED BY AN1
INDIVIDUAL UNDER PENALTY OF PERJURY AND THAT STATES :2
(A) T
HE ENTITY'S PRINCIPAL OFFICE ADDRESS; AND3
(B) T
HE ENTITY'S REGISTERED AGENT'S NAME AND ADDRESS;4
(II) A
N AFFIDAVIT ATTESTING THAT THE INDIVIDUAL WHO SIGNED5
THE STATEMENT HAS THE AUTHORITY OF THE ENTITY TO SIGN FOR AND6
ACT ON BEHALF OF THE ENTITY; AND7
(III) A
COPY OF A GOVERNMENT-ISSUED PERSONAL PHOTOGRAPHIC8
IDENTIFICATION FOR THE INDIVIDUAL WHO SIGNED THE STATEMENT AND9
AFFIDAVIT.10
SECTION 8. In Colorado Revised Statutes, 7-90-1003, amend11
(1) introductory portion; repeal (1)(d); and add (1.5) as follows:12
7-90-1003. Articles of reinstatement. (1) In order
To reinstate13
an entity under this part 10 AN ENTITY THAT HAS BEEN DISSOLVED FOR14
FEWER THAN TWO YEARS , AN INDIVIDUAL NAMED IN THE ARTICLES OF15
RESTATEMENT SHALL DELIVER articles of reinstatement shall be delivered16
to the secretary of state for filing pursuant to part 3 of this article ARTICLE17
90 stating:18
(d) The date of dissolution of the entity, if known;19
(1.5) T
O REINSTATE UNDER THIS PART 10 AN ENTITY THAT HAS20
BEEN DISSOLVED FOR TWO YEARS OR LONGER OR FOR WHICH THE PERIOD21
OF DISSOLUTION IS NOT KNOWN BASED ON THE RECORDS OF THE22
SECRETARY OF STATE, AN INDIVIDUAL NAMED IN THE ARTICLES OF23
RESTATEMENT SHALL DELIVER TO THE SECRETARY OF STATE FOR FILING24
PURSUANT TO PART 3 OF THIS ARTICLE 90 THE FOLLOWING DOCUMENTS :25
(a) A
RTICLES OF REINSTATEMENT STATING :26
(I) T
HE DOMESTIC ENTITY NAME OF THE ENTITY ;27
1137
-9- (II) THE DOMESTIC ENTITY NAME OF THE ENTITY FOLLOWING1
REINSTATEMENT, WHICH ENTITY NAME SHALL COMPLY WITH SECTION2
7-90-1004;3
(III) T
HE DATE OF FORMATION OF THE ENTITY ;4
(IV) T
HE COLORADO STATUTE UNDER WHICH THE ENTITY EXISTED5
IMMEDIATELY PRIOR TO ITS DISSOLUTION;6
(V) T
HE DATE OF DISSOLUTION OF THE ENTITY, IF KNOWN;7
(VI) A
STATEMENT THAT ALL APPLICABLE CONDITIONS OF SECTION8
7-90-1002
HAVE BEEN SATISFIED;9
(VII) T
HE ADDRESS OF THE ENTITY'S PRINCIPAL OFFICE; AND10
(VIII) T
HE NAME AND ADDRESS OF THE ENTITY 'S REGISTERED11
AGENT;12
(b) A
N AFFIDAVIT ATTESTING THAT THE INDIVIDUAL WHO13
DELIVERED THE ARTICLES OF REINSTATEMENT HAS THE AUTHORITY OF THE14
ENTITY TO SIGN FOR AND ACT ON BEHALF OF THE ENTITY ; AND15
(c) A
COPY OF A GOVERNMENT-ISSUED PERSONAL PHOTOGRAPHIC16
IDENTIFICATION FOR THE INDIVIDUAL WHO DELIVERED THE ARTICLES OF17
REINSTATEMENT AND SIGNED THE AFFIDAVIT .18
SECTION 9. Appropriation. (1) For the 2024-25 state fiscal19
year, $464,310 is appropriated to the department of state. This20
appropriation is from the department of state cash fund created in section21
24-21-104 (3)(b), C.R.S. To implement this act, the department may use22
this appropriation as follows:23
(a) $93,580 for use by the business and licensing division for24
personal services, which amount is based on an assumption that the25
division will require an additional 2.0 FTE;26
(b) $16,000 use by the business and licensing division for27
1137
-10- operating expenses;1
(c) $348,160 for use by the information technology division for2
personal services; and3
(d) $6,570 for use by the information technology division for4
operating expenses.5
SECTION 10. Act subject to petition - effective date -6
applicability. (1) This act takes effect at 12:01 a.m. on the day following7
the expiration of the ninety-day period after final adjournment of the8
general assembly; except that, if a referendum petition is filed pursuant9
to section 1 (3) of article V of the state constitution against this act or an10
item, section, or part of this act within such period, then the act, item,11
section, or part will not take effect unless approved by the people at the12
general election to be held in November 2024 and, in such case, will take13
effect on the date of the official declaration of the vote thereon by the14
governor.15
(2) Section 4 of this act applies to registered agents on and after16
July 1, 2025.17
1137
-11-