First Regular Session
Seventy-fifth General Assembly
STATE OF COLORADO
REVISED
This Version Includes All Amendments Adopted
on Second Reading in the Second House
LLS NO. 25-0767.01 Christopher McMichael x4775
SENATE BILL25-133
Senate Committees House Committees
Finance Finance
A BILL FOR AN ACT
C
ONCERNING VOIDABLE TRANSACTIONS , AND, IN CONNECTION101
THEREWITH, UPDATING THE "COLORADO UNIFORM102
F
RAUDULENT TRANSFERS ACT" AND RENAMING IT THE103
"C
OLORADO VOIDABLE TRANSACTIONS ACT".104
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
.)
Under current law, fraudulent transactions are controlled by the
"Colorado Uniform Fraudulent Transfers Act". The bill makes updates to
the "Colorado Uniform Fraudulent Transfers Act" and renames it as the
HOUSE
Amended 2nd Reading
March 12, 2025
SENATE
3rd Reading Unamended
March 3, 2025
SENATE
Amended 2nd Reading
February 28, 2025
SENATE SPONSORSHIP
Snyder and Carson, Roberts
HOUSE SPONSORSHIP
Soper and Camacho,
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. "Colorado Voidable Transactions Act" (act). The bill changes references
in the act from "fraudulent transfers" to "voidable transactions".
The bill proposes changes to the act that would make the act align
better with uniform law regarding voidable transactions, as well as makes
updates to some of the definitions and terminology used in the act.
The bill establishes burdens of proof and evidentiary requirements
for various claims under the act. The bill also establishes which
jurisdictional laws control certain types of claims based on the location
of a debtor and makes numerous technical amendments throughout the
act.
Be it enacted by the General Assembly of the State of Colorado:1
SECTION 1. In Colorado Revised Statutes, amend 38-8-101 as2
follows:3
38-8-101. Short title. This article shall be known and may be
4
cited THE SHORT TITLE OF THIS ARTICLE 8, WHICH WAS FORMERLY KNOWN5
as the "Colorado Uniform Fraudulent Transfer Act",
IS THE "COLORADO6
V
OIDABLE TRANSACTIONS ACT".7
SECTION 2. In Colorado Revised Statutes, 38-8-102, amend the8
introductory portion, (1)(a) introductory portion, (1)(a)(II), (1)(b)9
introductory portion, (1)(b)(I), (1)(d), (3), (8) introductory portion, and10
(10); and add (7.5), (7.7), (11.5), and (12.5) as follows:11
38-8-102. Definitions. As used in this article
ARTICLE 8, unless12
the context otherwise requires:13
(1) "Affiliate" means:14
(a) A person who THAT directly or indirectly owns, controls, or15
holds with power to vote twenty percent or more of the outstanding16
voting securities of the debtor, other than a person who THAT holds the17
securities:18
(II) Solely to secure a debt, if the person has not
IN FACT exercised19
the power to vote;20
133-2- (b) A corporation, twenty percent or more of whose outstanding1
voting securities are directly or indirectly owned, controlled, or held with2
power to vote, by the debtor or a person who THAT directly or indirectly3
owns, controls, or holds with power to vote, twenty percent or more of the4
outstanding voting securities of the debtor, other than a person who THAT5
holds the securities:6
(I) As a fiduciary or agent without sole
DISCRETIONARY power to7
vote the securities; or8
(d) A person who
THAT operates the debtor's business under a9
lease or other agreement or controls substantially all of the debtor's assets.10
(3) "Claim",
EXCEPT AS THE TERM IS USED IN "CLAIM FOR RELIEF",11
means a right to payment, whether or not the right is reduced to judgment,12
liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,13
undisputed, legal, equitable, secured, or unsecured.14
(7.5) "E
LECTRONIC" MEANS TECHNOLOGY HAVING ELECTRICAL ,15
DIGITAL, MAGNETIC, WIRELESS, OPTICAL, ELECTROMAGNETIC, OR SIMILAR16
CAPABILITIES.17
(7.7) "E
NTITY" HAS THE SAME MEANING AS SET FORTH IN SECTION18
7-90-102
(20).19
(8) "Insider" means
INCLUDES:20
(10) "Person" means an individual, partnership, corporation,21
association, organization, government or governmental subdivision or22
agency, business trust, estate, trust, or any other legal or commercial23
entity HAS THE MEANING SET FORTH IN SECTION 7-90-102 (49).24
(11.5) "R
ECORD" MEANS INFORMATION THAT IS INSCRIBED ON A25
TANGIBLE MEDIUM OR THAT IS STORED IN AN ELECTRONIC OR OTHER26
MEDIUM AND IS RETRIEVABLE IN PERCEIVABLE FORM .27
133
-3- (12.5) "SIGN" OR "SIGNATURE" HAS THE MEANING SET FORTH IN1
SECTION 7-90-102 (60.5).2
SECTION 3. In Colorado Revised Statutes, 38-8-103, amend (2)3
and (3) as follows:4
38-8-103. Insolvency. (2) A debtor who THAT is generally not5
paying his THEIR debts as they become due is presumed to be insolvent.6
T
HE PRESUMPTION IMPOSES ON THE DEBTOR THE BURDEN OF PROVING7
THAT THE NONEXISTENCE OF INSOLVENCY IS MORE PROBABLE THAN THE8
EXISTENCE OF INSOLVENCY.9
(3) A partnership is insolvent under subsection (1) of this section
10
if the sum of the partnership's debts is greater than the aggregate of all of11
the partnership's assets, at a fair valuation, and the sum of the excess of12
the value of each general partner's nonpartnership assets over the partner's13
nonpartnership debts A DEBTOR THAT IS INSOLVENT AS DEFINED IN 1114
U.S.C.
SEC. 101 (32) OF THE FEDERAL BANKRUPTCY CODE IS INSOLVENT .15
SECTION 4. In Colorado Revised Statutes, 38-8-105, amend (1)16
introductory portion, (1)(b)(II), (2) introductory portion, and (2)(k); and17
add (3)
and (4) as follows:18
38-8-105. Transfer or obligation voidable as to present and19
future creditors. (1) A transfer made or obligation incurred by a debtor20
is fraudulent VOIDABLE as to a creditor, whether the creditor's claim arose21
before or after the transfer was made or the obligation was incurred, if the22
debtor made the transfer or incurred the obligation:23
(b) Without receiving a reasonably equivalent value in exchange24
for the transfer or obligation, and the debtor:25
(II) Intended to incur, or believed or reasonably should have26
believed that he THE DEBTOR would incur, debts beyond his THE DEBTOR'S27
133
-4- ability to pay as they became due.1
(2) In determining actual intent under paragraph (a) of subsection2
(1) SUBSECTION (1)(a) of this section, consideration may be given, among3
other factors, to whether:4
(k) The debtor transferred the essential assets of the business to5
a lienor who THAT transferred the assets to an insider of the debtor.6
(3) A
CREDITOR MAKING A CLAIM FOR RELIEF UNDER SUBSECTION7
(1)
OF THIS SECTION HAS THE BURDEN OF PROVING THE ELEMENTS OF THE8
CLAIM FOR RELIEF BY A PREPONDERANCE OF THE EVIDENCE .9
(4) IT IS THE INTENT OF THE GENERAL ASSEMBLY THAT THE LAST10
PARAGRAPH OF COMMENT EIGHT TO SECTION FOUR OF THE "UNIFORM11
VOIDABLE TRANSACTIONS ACT", AS AMENDED IN 2014 BY THE UNIFORM12
LAW COMMISSION, DOES NOT APPLY IN COLORADO.13
SECTION 5. In Colorado Revised Statutes, amend 38-8-106 as14
follows:15
38-8-106. Transfers or obligation voidable as to present16
creditors. (1) A transfer made or obligation incurred by a debtor is17
fraudulent VOIDABLE as to a creditor whose claim arose before the18
transfer was made or the obligation was incurred if the debtor made the19
transfer or incurred the obligation without receiving a reasonably20
equivalent value in exchange for the transfer or obligation and the debtor21
was insolvent at that time or the debtor became insolvent as a result of the22
transfer or obligation.23
(2) A transfer made by a debtor is fraudulent VOIDABLE as to a24
creditor whose claim arose before the transfer was made if the transfer25
was made to an insider for an antecedent debt, the debtor was insolvent26
at that time, and the insider had reasonable cause to believe that the27
133
-5- debtor was insolvent.1
(3) E
XCEPT AS PROVIDED BY
SECTION 38-8-103 (2), A CREDITOR2
MAKING A CLAIM FOR RELIEF PURSUANT TO SUBSECTION (1) OR (2) OF THIS3
SECTION HAS THE BURDEN OF PROVING THE ELEMENTS OF THE CLAIM FOR4
RELIEF BY A PREPONDERANCE OF THE EVIDENCE .5
SECTION 6. In Colorado Revised Statutes, 38-8-107, amend (1)6
introductory portion, (1)(a)(I), and (5)(b) as follows:7
38-8-107. When transfer is made or obligation is incurred.8
(1) For the purposes of this article ARTICLE 8:9
(a) A transfer is made:10
(I) With respect to an asset that is real property other than a11
fixture, but including the interest of a seller or purchaser under a contract12
for the sale of the asset, when the transfer is so far perfected that a good13
faith purchaser of the asset from the debtor against whom WHICH14
applicable law permits the transfer to be perfected cannot acquire an15
interest in the asset that is superior to the interest of the transferee; and 16
(5) An obligation is incurred:17
(b) If evidenced by a writing RECORD, when the writing executed18
RECORD SIGNED by the obligor is delivered to or for the benefit of the19
obligee.20
SECTION 7. In Colorado Revised Statutes, 38-8-108, amend (1)21
introductory portion and (1)(c) as follows:22
38-8-108. Remedies of creditors. (1) In an action for relief23
against a transfer or obligation under this article ARTICLE 8, a creditor,24
subject to the limitations in section 38-8-109, may obtain:25
26
(c) With respect to a transfer made or obligation incurred that is27
133
-6- fraudulent VOIDABLE under section 38-8-105 (1)(a), a judgment for one1
and one-half the value of the asset transferred or for one and one-half the2
amount necessary to satisfy the creditor's claim, whichever is less,3
together with the creditor's actual costs; except that any A judgment4
entered against a person under this paragraph (c) SUBSECTION (1)(c) is in5
lieu of, not in addition to, a judgment against the same person under6
section 38-8-109 (2). No A judgment may NOT be entered pursuant to this7
paragraph (c) SUBSECTION (1)(c) against a person other than the debtor8
unless that person also acts with wrongful intent as defined in section9
38-8-105 (1)(a); otherwise, judgment for money damages against a person10
other than the debtor may be entered only as provided in section11
38-8-109. No A judgment may NOT be entered under this paragraph (c)12
SUBSECTION (1)(c) unless a court of competent jurisdiction enters or has13
entered a judgment or order establishing the validity of the creditor's14
claim against the debtor.15
SECTION 8. In Colorado Revised Statutes, 38-8-109, amend (1),16
(2), (4) introductory portion, (4)(a), (4)(b), and (5)(b); and add (7) and (8)17
as follows:18
38-8-109. Defenses, liability, and protection of transferee or19
obligee. (1) A transfer or obligation is not voidable under section20
38-8-105 (1)(a) against a person who THAT took in good faith and for a21
reasonably equivalent value
GIVEN TO THE DEBTOR or against any
A22
subsequent transferee or obligee.23
(2) T
O THE EXTENT A TRANSFER IS VOIDABLE IN AN ACTION BY A24
CREDITOR UNDER SECTION 38-8-108 (1)(a), THE FOLLOWING RULES APPLY:25
(a) Except as otherwise provided in this section, to the extent a
26
transfer is voidable in an action by a creditor under section 38-8-10827
133
-7- (1)(a), the creditor may recover judgment for the value of the asset1
transferred, as adjusted under subsection (3) of this section, or the amount2
necessary to satisfy the creditor's claim, whichever is less. The judgment3
may be entered against:4
(a) (I) The first transferee of the asset or the person for whose5
benefit the transfer was made; or6
(b) (II) Any subsequent A DIRECT OR INDIRECT transferee OF THE7
FIRST TRANSFEREE, other than:8
(A) A good faith transferee or obligee who THAT took for value;9
or from any subsequent transferee or obligee.10
(B) A
DIRECT OR INDIRECT
GOOD FAITH TRANSFEREE OF A PERSON11
DESCRIBED IN SUBSECTION (2)(a)(II)(A) OF THIS SECTION;12
13
(4) Notwithstanding voidability of a transfer or an obligation14
under this article ARTICLE 8, a good faith transferee or obligee is entitled,15
to the extent of the value given the debtor for the transfer or obligation,16
to:17
(a) A lien on or a right to retain any AN interest in the asset18
transferred;19
(b) Enforcement of any AN obligation incurred; or20
(5) A transfer is not voidable under section 38-8-105 (1)(b) or21
38-8-106 if the transfer results from:22
(b) Enforcement of a security interest in compliance with the23
provisions of the "Uniform Commercial Code - Secured Transactions",24
article 9 of title 4, C.R.S. OTHER THAN THE ACCEPTANCE OF COLLATERAL25
IN FULL OR PARTIAL SATISFACTION OF THE OBLIGATION IT SECURES .26
27
133
-8- (7) THE BURDEN OF PROVING MATTERS REFERRED TO IN THIS1
SECTION IS DETERMINED ACCORDING TO THE FOLLOWING :2
(a) A
PARTY THAT SEEKS TO INVOKE SUBSECTION (1), (4), (5), OR3
(6)
OF THIS SECTION HAS THE BURDEN OF PROVING THE APPLICABILITY OF4
THAT SECTION;5
(b) E
XCEPT AS PROVIDED IN SUBSECTIONS (7)(c) AND (7)(d) OF6
THIS SECTION, THE CREDITOR HAS THE BURDEN OF PROVING EACH7
APPLICABLE ELEMENT OF SUBSECTION (2) OR (3) OF THIS SECTION;8
(c) T
HE TRANSFEREE HAS THE BURDEN OF PROVING THE9
APPLICABILITY TO THE TRANSFEREE OF SUBSECTION (2)(a)(II)(A) OR10
(2)(a)(II)(B)
OF THIS SECTION; AND11
(d) A
PARTY THAT SEEKS ADJUSTMENT UNDER SUBSECTION (3) OF12
THIS SECTION HAS THE BURDEN OF PROVING THE ADJUSTMENT .13
(8) T
HE STANDARD OF PROOF REQUIRED TO ESTABLISH MATTERS14
REFERRED TO IN THIS SECTION IS PREPONDERANCE OF THE EVIDENCE .15
SECTION 9. In Colorado Revised Statutes, amend 38-8-110 as16
follows:17
38-8-110. Extinguishment of a claim for relief. (1) A cause of
18
action CLAIM FOR RELIEF with respect to a fraudulent VOIDABLE transfer19
or obligation under this article ARTICLE 8 is extinguished unless action is20
brought:21
(a) Under section 38-8-105 (1)(a), within NOT LATER THAN four22
years after the transfer was made or the obligation was incurred or, if23
later, within NOT LATER THAN one year after the transfer or obligation was24
or could reasonably have been discovered by the claimant;25
(b) Under section 38-8-105 (1)(b) or 38-8-106 (1), within NOT26
LATER THAN four years after the transfer was made or the obligation was27
133
-9- incurred; or1
(c) Under section 38-8-106 (2), within one year NOT LATER THAN2
FOUR YEARS after the transfer was made. or the obligation was incurred.3
4
SECTION 10. In Colorado Revised Statutes, add 38-8-113 as5
follows:6
38-8-113. Relation to electronic signatures in the federal7
"Electronic Signatures in Global and National Commerce Act". T
HIS8
ARTICLE 8 MODIFIES, LIMITS, OR SUPERSEDES THE FEDERAL "ELECTRONIC9
S
IGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT", 15 U.S.C. SEC.10
7001
ET SEQ., BUT DOES NOT MODIFY, LIMIT, OR SUPERCEDE 15 U.S.C. SEC.11
7001 (c)
OR AUTHORIZE ELECTRONIC DELIVERY OF ANY OF THE NOTICES12
DESCRIBED IN 15 U.S.C. SEC. 7003 (b).13
SECTION 11.
In Colorado Revised Statutes, 2-5-102, amend (7)14
as follows:15
2-5-102. Inclusions - nonstatutory. (7) There shall be included16
in the publication of the "Colorado Uniform Fraudulent Transfer Act"17
"C
OLORADO VOIDABLE TRANSACTIONS ACT", as nonstatutory matter,18following each section of the article, the full text of the official comments19
to that section contained in the official volume containing the 198420
official text of the "Uniform Fraudulent Transfer Act" issued by the21
national conference of commissioners on uniform state laws, with any22
changes in the official comments or Colorado comments to correspond to23
Colorado changes in the uniform act GUIDANCE ON HOW TO ACCESS THE24
OFFICIAL COMMENTS OF THE "UNIFORM VOIDABLE TRANSACTIONS ACT".25
The comments GUIDANCE ON HOW TO ACCESS THE OFFICIAL COMMENTS26
shall be prepared by the revisor of statutes and approved for publication27
133
-10- by the committee on legal services.1
SECTION 12. Act subject to petition - effective date -2
applicability. (1) This act takes effect at 12:01 a.m. on the day following3
the expiration of the ninety-day period after final adjournment of the4
general assembly; except that, if a referendum petition is filed pursuant5
to section 1 (3) of article V of the state constitution against this act or an6
item, section, or part of this act within such period, then the act, item,7
section, or part will not take effect unless approved by the people at the8
general election to be held in November 2026 and, in such case, will take9
effect on the date of the official declaration of the vote thereon by the10
governor.11
(2) This act applies to claims filed on or after the applicable12
effective date of this act.13
133
-11-