HOUSE BILL 24-1137
BY REPRESENTATIVE(S) Mauro and Taggart, Bird, Lindstedt, Ricks;
also SENATOR(S) Winter F. and Bridges.
C
ONCERNING IMPLEMENTING THE RECOMMENDATIONS OF THE FRAUDULENT
FILINGS WORKING GROUP
, AND, IN CONNECTION THEREWITH, MAKING
AN APPROPRIATION
.
Be it enacted by the General Assembly of the State of Colorado:
SECTION 1. In Colorado Revised Statutes, 7-90-102, amend (56)
and (62) as follows:
7-90-102. Definitions. As used in this title 7, except as otherwise
defined for the purpose of any section, subpart, part, or article of this title
7, or unless the context otherwise requires:
(56) (a) "Registered agent address" means the street address and, if
different, the mailing address of the registered agent's primary residence in
this state or usual place of business in this state if the registered agent is an
individual, or of the registered agent's usual place of business in this state
if the registered agent is an entity.
NOTE: This bill has been prepared for the signatures of the appropriate legislative
officers and the Governor. To determine whether the Governor has signed the bill
or taken other action on it, please consult the legislative status sheet, the legislative
history, or the Session Laws.
________
Capital letters or bold & italic numbers indicate new material added to existing law; dashes
through words or numbers indicate deletions from existing law and such material is not part of
the act. (b) FOR PURPOSES OF THIS SUBSECTION (56), "USUAL PLACE OF
BUSINESS
" MEANS A PLACE IN THIS STATE THAT IS CUSTOMARILY OPEN
DURING NORMAL BUSINESS HOURS AND WHERE AN INDIVIDUAL WHO IS
AUTHORIZED TO PERFORM THE SERVICES OF A REGISTERED AGENT
,
INCLUDING ACCEPTING SERVICE OF PROCESS AND OTHER NOTIFICATIONS , IS
COMMONLY PRESENT
. "USUAL PLACE OF BUSINESS" DOES NOT INCLUDE A
UNITED STATES OR COMMERCIAL POST OFFICE BOX .
(62) "Street address" means, with respect to a physical location, the
street name and number, city, state, and (if not the United States) country,
and the postal code, if any, that is required for delivery of mail to the
location. If, by reason of rural location or otherwise, a street name and
number, city, or town does not exist, "street address" shall mean an
appropriate description fixing as nearly as possible the actual physical
location, but, for all locations in the United States, the county or parish and,
if any, the rural free delivery route and the United States postal code shall
be included. W
ITH RESPECT TO THE STREET ADDRESS OF A REGISTERED
AGENT
'S USUAL PLACE OF BUSINESS, AS DEFINED IN SUBSECTION (56)(b) OF
THIS SECTION
, "STREET ADDRESS" DOES NOT INCLUDE A UNITED STATES OR
COMMERCIAL POST OFFICE BOX
.
SECTION 2. In Colorado Revised Statutes, amend 7-90-301.5 as
follows:
7-90-301.5. Act of causing document to be delivered for filing.
B
Y causing a document to be delivered to the secretary of state for filing
pursuant to this part 3, shall constitute the affirmation or acknowledgment
of each AN individual causing such delivery AFFIRMS, under penalties
PENALTY of perjury, that:
(1) The document is the individual's act and deed, or that the
individual in good faith believes
THAT the document is the act and deed of
the person on whose behalf the individual is causing the
document to be IS
delivered for filing; taken in conformity with the requirements of this part
3, the constituent documents, and the organic statutes, and that
(2) The individual in good faith believes THAT the facts stated in the
document are true; and
(3) The document complies with the requirements of this part 3, the
PAGE 2-HOUSE BILL 24-1137 constituent documents, and the organic statutes.
SECTION 3. In Colorado Revised Statutes, 7-90-314, amend (2)
introductory portion, (4)(f), (4)(g)(IV)(A), and (4)(g)(V)(A) as follows:
7-90-314. Fraudulent filings - complaint - review - referral to
attorney general - referral to administrative law judge - marking filing
as fraudulent - deceptive trade practice - definition. (2) Complaint. A
LAW ENFORCEMENT AGENCY OR A person that is
named in or otherwise
affected by the filing of a document under this part 3 may submit a
complaint to the secretary of state, on a form prescribed by the secretary of
state, alleging that the filing was made in violation of subsection (1) of this
section. The complaint must include at least the following information:
(4) Review - attorney general - hearing and findings -
administrative law judge. (f) (I) If the attorney general does not receive
a response within twenty-one days after mailing a second notice and
demand as described in subsection (4)(e) of this section, each allegation in
the notice and demand is deemed conceded by the person that did not
respond, and the attorney general may certify that fact to the secretary of
state. Upon receiving the certification, the secretary of state shall take the
appropriate remedial action under subsections (4)(g)(V) and (4)(g)(VI) of
this section based on the facts
conceded to in the notice and demand.
(II) A
S USED IN THIS SUBSECTION (4)(f), "CONCEDED NOTICE AND
DEMAND
" MEANS A NOTICE AND DEMAND DESCRIBED IN SUBSECTION (4)(e)
OF THIS SECTION SENT BY THE ATTORNEY GENERAL TO WHICH THE
ATTORNEY GENERAL DID NOT RECEIVE A RESPONSE AND IN WHICH
,
PURSUANT TO SUBSECTION (4)(f)(I) OF THIS SECTION, EACH ALLEGATION IS
DEEMED CONCEDED BY THE PERSON THAT DID NOT RESPOND
.
(g) (IV) If the administrative law judge finds that subsection (1) of
this section has been violated, the administrative law judge shall make an
additional finding as to whether:
(A) An entity was created
OR REGISTERED without authorization or
for fraudulent purposes; or
(V) If the administrative law judge finds that, or if a conceded notice
and demand sets forth that, an entity was created
OR REGISTERED without
PAGE 3-HOUSE BILL 24-1137 authorization or for fraudulent purposes, the attorney general shall notify
the secretary of state, who shall:
(A) Mark the business record with a notice that the entity is
unauthorized or fraudulent
AND IS DECLARED DELINQUENT PURSUANT TO
SECTIONS
7-90-901 AND 7-90-902;
SECTION 4. In Colorado Revised Statutes, 7-90-701, amend (1)
and (2); and add (4) as follows:
7-90-701. Registered agent - definition. (1) Every domestic entity
for which a constituent filed document is on file in the records of the
secretary of state and every foreign entity authorized to transact business or
conduct activities in this state shall continuously maintain in this state a
registered agent that shall be
IS:
(a) (I) An individual who is eighteen years of age or older, OLDER
AND
whose primary residence or usual place of business is in this state,STATE;
(II) TO ESTABLISH ELIGIBILITY PURSUANT TO THIS SUBSECTION
(1)(a), AN INDIVIDUAL MUST EITHER:
(A) H
OLD A CURRENT, VALID DRIVER'S LICENSE ISSUED BY THIS
STATE OR AN IDENTIFICATION CARD ISSUED BY THIS STATE
; OR
(B) OTHERWISE VERIFY THE INDIVIDUAL'S RESIDENCY STATUS WITH
THE SECRETARY OF STATE CONSISTENT WITH THE SECRETARY OF STATE
'S
POLICIES
, WHICH MUST BE DEVELOPED BEFORE JANUARY 1, 2025, IN
COORDINATION WITH KEY COMMUNITY PARTNERS AND IMPACTED
COMMUNITIES
.
(b) A domestic entity
IN GOOD STANDING AS LISTED IN THE
SECRETARY OF STATE
'S RECORDS AND having a usual place of business in
this state; or
(c) A foreign entity authorized to transact business or conduct
activities in this state that
IS IN GOOD STANDING AS LISTED IN THE
SECRETARY OF STATE
'S RECORDS AND THAT has a usual place of business in
this state.
PAGE 4-HOUSE BILL 24-1137 (2) An entity IN GOOD STANDING AS LISTED IN THE SECRETARY OF
STATE
'S RECORDS AND having a usual place of business in this state may
serve as its own registered agent.
(4) F
OR PURPOSES OF THIS SECTION, "USUAL PLACE OF BUSINESS" HAS
THE SAME MEANING AS SET FORTH IN SECTION
7-90-102 (56)(b).
SECTION 5. In Colorado Revised Statutes, 7-90-901, amend
(1)(b), (1)(c), (2)(d), and (2)(e); and add (1)(d) and (2)(f) as follows:
7-90-901. Grounds for delinquency. (1) A domestic entity that is
a reporting entity may be declared delinquent under section 7-90-902 if:
(b) The domestic entity does not comply with part 5 of this article,
providing for reports from reporting entities; or
(c) The domestic entity does not comply with part 7 of this article,
providing for registered agents and service of process;
OR
(d) AN ADMINISTRATIVE LAW JUDGE FINDS, OR A CONCEDED NOTICE
AND DEMAND SETS FORTH
, PURSUANT TO SECTION 7-90-314 (4)(g)(V), THAT
THE DOMESTIC ENTITY WAS CREATED WITHOUT AUTHORIZATION OR FOR
FRAUDULENT PURPOSES
.
(2) A foreign entity that is a reporting entity may be declared
delinquent under section 7-90-902 if:
(d) The foreign entity does not deliver for filing an appropriate
statement of change when necessary to make its statement of foreign entity
authority true in all respects; or
(e) The secretary of state receives a duly authenticated certificate
from the secretary of state or other official having custody of entity records
in the jurisdiction under the law of which the foreign entity was formed to
the effect that it no longer exists as the result of a dissolution or merger or
otherwise;
OR
(f) AN ADMINISTRATIVE LAW JUDGE FINDS, OR A CONCEDED NOTICE
AND DEMAND SETS FORTH
, PURSUANT TO SECTION 7-90-314 (4)(g)(V), THAT
THE FOREIGN ENTITY WAS REGISTERED WITHOUT AUTHORIZATION OR FOR
PAGE 5-HOUSE BILL 24-1137 FRAUDULENT PURPOSES.
SECTION 6. In Colorado Revised Statutes, 7-90-902, amend (1)
as follows:
7-90-902. Declaration of delinquency. (1) (a) If the secretary of
state determines that one or more grounds exist under section 7-90-901 for
declaring an entity delinquent and the entity does not correct each ground
for declaring it delinquent or demonstrate to the reasonable satisfaction of
the secretary of state that such ground does not exist within sixty days after
the secretary of state makes such determination, the entity becomes
delinquent following the expiration of such sixty days.
(b) I
F THE SECRETARY OF STATE DETERMINES THAT GROUNDS EXIST
UNDER SECTIONS
7-90-901 (1)(d) OR (2)(f) FOR DECLARING AN ENTITY
DELINQUENT
, THE ENTITY BECOMES DELINQUENT IMMEDIATELY UPON SUCH
DETERMINATION AND IS NOT SUBJECT TO THE SIXTY
-DAY PERIOD SET FORTH
IN SUBSECTION
(1)(a) OF THIS SECTION.
SECTION 7. In Colorado Revised Statutes, 7-90-904, amend (1)
as follows:
7-90-904. Cure of delinquency. (1) (a) A delinquent
AN entity
THAT HAS BEEN DELINQUENT FOR FEWER THAN FIVE YEARS may cure its
delinquency by
(a) delivering to the secretary of state, for filing pursuant to part 3
of this article ARTICLE 90, a statement curing delinquency stating THAT IS
SIGNED BY AN INDIVIDUAL UNDER PENALTY OF PERJURY AND THAT STATES
:
(I) The entity's principal office address; and
(II) The entity's registered agent's name and address.
(b) (Deleted by amendment, L. 2008, p. 23, ยง 17, effective August
5, 2008.)
(c) A
N ENTITY THAT HAS BEEN DELINQUENT FOR FIVE YEARS OR
LONGER MAY CURE ITS DELINQUENCY BY DELIVERING TO THE SECRETARY OF
STATE
, FOR FILING PURSUANT TO PART 3 OF THIS ARTICLE 90, THE
PAGE 6-HOUSE BILL 24-1137 FOLLOWING DOCUMENTS :
(I) A
STATEMENT CURING DELINQUENCY THAT IS SIGNED BY AN
INDIVIDUAL UNDER PENALTY OF PERJURY AND THAT STATES
:
(A) T
HE ENTITY'S PRINCIPAL OFFICE ADDRESS; AND
(B) THE ENTITY'S REGISTERED AGENT'S NAME AND ADDRESS;
(II) A
N AFFIDAVIT ATTESTING THAT THE INDIVIDUAL WHO SIGNED
THE STATEMENT HAS THE AUTHORITY OF THE ENTITY TO SIGN FOR AND ACT
ON BEHALF OF THE ENTITY
; AND
(III) A COPY OF A GOVERNMENT-ISSUED PERSONAL PHOTOGRAPHIC
IDENTIFICATION FOR THE INDIVIDUAL WHO SIGNED THE STATEMENT AND
AFFIDAVIT
.
SECTION 8. In Colorado Revised Statutes, 7-90-1003, amend (1)
introductory portion; repeal (1)(d); and add (1.5) as follows:
7-90-1003. Articles of reinstatement. (1) In order
To reinstate an
entity under this part 10 AN ENTITY THAT HAS BEEN DISSOLVED FOR FEWER
THAN TWO YEARS
, AN INDIVIDUAL NAMED IN THE ARTICLES OF
RESTATEMENT SHALL DELIVER
articles of reinstatement shall be delivered
to the secretary of state for filing pursuant to part 3 of this article ARTICLE
90 stating:
(d) The date of dissolution of the entity, if known;
(1.5) TO REINSTATE UNDER THIS PART 10 AN ENTITY THAT HAS BEEN
DISSOLVED FOR TWO YEARS OR LONGER OR FOR WHICH THE PERIOD OF
DISSOLUTION IS NOT KNOWN BASED ON THE RECORDS OF THE SECRETARY OF
STATE
, AN INDIVIDUAL NAMED IN THE ARTICLES OF RESTATEMENT SHALL
DELIVER TO THE SECRETARY OF STATE FOR FILING PURSUANT TO PART
3 OF
THIS ARTICLE
90 THE FOLLOWING DOCUMENTS :
(a) A
RTICLES OF REINSTATEMENT STATING :
(I) T
HE DOMESTIC ENTITY NAME OF THE ENTITY ;
PAGE 7-HOUSE BILL 24-1137 (II) THE DOMESTIC ENTITY NAME OF THE ENTITY FOLLOWING
REINSTATEMENT
, WHICH ENTITY NAME SHALL COMPLY WITH SECTION
7-90-1004;
(III) T
HE DATE OF FORMATION OF THE ENTITY ;
(IV) T
HE COLORADO STATUTE UNDER WHICH THE ENTITY EXISTED
IMMEDIATELY PRIOR TO ITS DISSOLUTION
;
(V) T
HE DATE OF DISSOLUTION OF THE ENTITY, IF KNOWN;
(VI) A
STATEMENT THAT ALL APPLICABLE CONDITIONS OF SECTION
7-90-1002 HAVE BEEN SATISFIED;
(VII) T
HE ADDRESS OF THE ENTITY'S PRINCIPAL OFFICE; AND
(VIII) THE NAME AND ADDRESS OF THE ENTITY'S REGISTERED AGENT;
(b) A
N AFFIDAVIT ATTESTING THAT THE INDIVIDUAL WHO DELIVERED
THE ARTICLES OF REINSTATEMENT HAS THE AUTHORITY OF THE ENTITY TO
SIGN FOR AND ACT ON BEHALF OF THE ENTITY
; AND
(c) A COPY OF A GOVERNMENT-ISSUED PERSONAL PHOTOGRAPHIC
IDENTIFICATION FOR THE INDIVIDUAL WHO DELIVERED THE ARTICLES OF
REINSTATEMENT AND SIGNED THE AFFIDAVIT
.
SECTION 9. Appropriation. (1) For the 2024-25 state fiscal year,
$464,310 is appropriated to the department of state. This appropriation is
from the department of state cash fund created in section 24-21-104 (3)(b),
C.R.S. To implement this act, the department may use this appropriation as
follows:
(a) $93,580 for use by the business and licensing division for
personal services, which amount is based on an assumption that the division
will require an additional 2.0 FTE;
(b) $16,000 for use by the business and licensing division for
operating expenses;
(c) $348,160 for use by the information technology division for
PAGE 8-HOUSE BILL 24-1137 personal services; and
(d) $6,570 for use by the information technology division for
operating expenses.
SECTION 10. Act subject to petition - effective date -
applicability. (1) This act takes effect at 12:01 a.m. on the day following
the expiration of the ninety-day period after final adjournment of the
general assembly; except that, if a referendum petition is filed pursuant to
section 1 (3) of article V of the state constitution against this act or an item,
section, or part of this act within such period, then the act, item, section, or
part will not take effect unless approved by the people at the general
election to be held in November 2024 and, in such case, will take effect on
the date of the official declaration of the vote thereon by the governor.
PAGE 9-HOUSE BILL 24-1137 (2) Section 4 of this act applies to registered agents on and after July
1, 2025.
____________________________ ____________________________
Julie McCluskie Steve Fenberg
SPEAKER OF THE HOUSE PRESIDENT OF
OF REPRESENTATIVES THE SENATE
____________________________ ____________________________
Robin Jones Cindi L. Markwell
CHIEF CLERK OF THE HOUSE SECRETARY OF
OF REPRESENTATIVES THE SENATE
APPROVED________________________________________
(Date and Time)
_________________________________________
Jared S. Polis
GOVERNOR OF THE STATE OF COLORADO
PAGE 10-HOUSE BILL 24-1137