Colorado 2025 Regular Session

Colorado Senate Bill SB133 Compare Versions

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Version 2 (New)

Old	New		Differences
	1	+	First Regular Session
	2	+	Seventy-fifth General Assembly
	3	+	STATE OF COLORADO
	4	+	REREVISED
	5	+	This Version Includes All Amendments
	6	+	Adopted in the Second House
	7	+	LLS NO. 25-0767.01 Christopher McMichael x4775
1	8		SENATE BILL25-133
2		-	~~BY SENATOR(S) Snyder and Carson, Roberts;~~
3		-	~~also REPRESENTATIVE(S) Soper and Camacho, Lindstedt, Marshall,~~
4		-	~~Woodrow.~~
	9	+	Senate Committees House Committees
	10	+	Finance Finance
	11	+	A BILL FOR AN ACT
5	12		C
6		-	ONCERNING VOIDABLE TRANSACTIONS , AND, IN CONNECTION THEREWITH,
7		-	UPDATING THE "COLORADO UNIFORM FRAUDULENT TRANSFERS
8		-	ACT" AND RENAMING IT THE "COLORADO VOIDABLE TRANSACTIONS
9		-	ACT".
10		-
11		-	Be it enacted by the General Assembly of the State of Colorado:
12		-	SECTION 1. In Colorado Revised Statutes, amend 38-8-101 as
13		-	follows:
14		-	38-8-101. Short title. This article shall be known and may be cited
15		-	THE SHORT TITLE OF THIS ARTICLE 8, WHICH WAS FORMERLY KNOWN as the
16		-	"Colorado Uniform Fraudulent Transfer Act",
17		-	IS THE "COLORADO
18		-	VOIDABLE TRANSACTIONS ACT".
19		-	SECTION 2. In Colorado Revised Statutes, 38-8-102, amend the
20		-	introductory portion, (1)(a) introductory portion, (1)(a)(II), (1)(b)
21		-	introductory portion, (1)(b)(I), (1)(d), (3), (8) introductory portion, and (10);
22		-	NOTE: This bill has been prepared for the signatures of the appropriate legislative
23		-	officers and the Governor. To determine whether the Governor has signed the bill
24		-	or taken other action on it, please consult the legislative status sheet, the legislative
25		-	history, or the Session Laws.
26		-	________
27		-	Capital letters or bold & italic numbers indicate new material added to existing law; dashes
28		-	through words or numbers indicate deletions from existing law and such material is not part of
29		-	the act. and add (7.5), (7.7), (11.5), and (12.5) as follows:
30		-	38-8-102. Definitions. As used in this article ARTICLE 8, unless the
31		-	context otherwise requires:
32		-	(1) "Affiliate" means:
33		-	(a) A person who
34		-	THAT directly or indirectly owns, controls, or
35		-	holds with power to vote twenty percent or more of the outstanding voting
36		-	securities of the debtor, other than a person who
37		-	THAT holds the securities:
	13	+	ONCERNING VOIDABLE TRANSACTIONS , AND, IN CONNECTION101
	14	+	THEREWITH, UPDATING THE "COLORADO UNIFORM102
	15	+	F
	16	+	RAUDULENT TRANSFERS ACT" AND RENAMING IT THE103
	17	+	"C
	18	+	OLORADO VOIDABLE TRANSACTIONS ACT".104
	19	+	Bill Summary
	20	+	(Note: This summary applies to this bill as introduced and does
	21	+	not reflect any amendments that may be subsequently adopted. If this bill
	22	+	passes third reading in the house of introduction, a bill summary that
	23	+	applies to the reengrossed version of this bill will be available at
	24	+	http://leg.colorado.gov
	25	+	.)
	26	+	Under current law, fraudulent transactions are controlled by the
	27	+	"Colorado Uniform Fraudulent Transfers Act". The bill makes updates to
	28	+	the "Colorado Uniform Fraudulent Transfers Act" and renames it as the
	29	+	HOUSE
	30	+	3rd Reading Unamended
	31	+	March 13, 2025
	32	+	HOUSE
	33	+	Amended 2nd Reading
	34	+	March 12, 2025
	35	+	SENATE
	36	+	3rd Reading Unamended
	37	+	March 3, 2025
	38	+	SENATE
	39	+	Amended 2nd Reading
	40	+	February 28, 2025
	41	+	SENATE SPONSORSHIP
	42	+	Snyder and Carson, Roberts
	43	+	HOUSE SPONSORSHIP
	44	+	Soper and Camacho, Lindstedt, Marshall, Woodrow
	45	+	Shading denotes HOUSE amendment. Double underlining denotes SENATE amendment.
	46	+	Capital letters or bold & italic numbers indicate new material to be added to existing law.
	47	+	Dashes through the words or numbers indicate deletions from existing law. "Colorado Voidable Transactions Act" (act). The bill changes references
	48	+	in the act from "fraudulent transfers" to "voidable transactions".
	49	+	The bill proposes changes to the act that would make the act align
	50	+	better with uniform law regarding voidable transactions, as well as makes
	51	+	updates to some of the definitions and terminology used in the act.
	52	+	The bill establishes burdens of proof and evidentiary requirements
	53	+	for various claims under the act. The bill also establishes which
	54	+	jurisdictional laws control certain types of claims based on the location
	55	+	of a debtor and makes numerous technical amendments throughout the
	56	+	act.
	57	+	Be it enacted by the General Assembly of the State of Colorado:1
	58	+	SECTION 1. In Colorado Revised Statutes, amend 38-8-101 as2
	59	+	follows:3
	60	+	38-8-101. Short title. This article shall be known and may be
	61	+	4
	62	+	cited THE SHORT TITLE OF THIS ARTICLE 8, WHICH WAS FORMERLY KNOWN5
	63	+	as the "Colorado Uniform Fraudulent Transfer Act",
	64	+	IS THE "COLORADO6
	65	+	V
	66	+	OIDABLE TRANSACTIONS ACT".7
	67	+	SECTION 2. In Colorado Revised Statutes, 38-8-102, amend the8
	68	+	introductory portion, (1)(a) introductory portion, (1)(a)(II), (1)(b)9
	69	+	introductory portion, (1)(b)(I), (1)(d), (3), (8) introductory portion, and10
	70	+	(10); and add (7.5), (7.7), (11.5), and (12.5) as follows:11
	71	+	38-8-102. Definitions. As used in this article
	72	+	ARTICLE 8, unless12
	73	+	the context otherwise requires:13
	74	+	(1) "Affiliate" means:14
	75	+	(a) A person who THAT directly or indirectly owns, controls, or15
	76	+	holds with power to vote twenty percent or more of the outstanding16
	77	+	voting securities of the debtor, other than a person who THAT holds the17
	78	+	securities:18
38	79		(II) Solely to secure a debt, if the person has not
39		-	IN FACT exercised
40		-	the power to vote;
41		-	(b) A corporation, twenty percent or more of whose outstanding
42		-	voting securities are directly or indirectly owned, controlled, or held with
43		-	power to vote, by the debtor or a person who THAT directly or indirectly
44		-	owns, controls, or holds with power to vote, twenty percent or more of the
45		-	outstanding voting securities of the debtor, other than a person who
46		-	THAT
47		-	holds the securities:
	80	+	IN FACT exercised19
	81	+	the power to vote;20
	82	+	133-2- (b) A corporation, twenty percent or more of whose outstanding1
	83	+	voting securities are directly or indirectly owned, controlled, or held with2
	84	+	power to vote, by the debtor or a person who THAT directly or indirectly3
	85	+	owns, controls, or holds with power to vote, twenty percent or more of the4
	86	+	outstanding voting securities of the debtor, other than a person who THAT5
	87	+	holds the securities:6
48	88		(I) As a fiduciary or agent without sole
49		-	DISCRETIONARY power to
50		-	vote the securities; or
	89	+	DISCRETIONARY power to7
	90	+	vote the securities; or8
51	91		(d) A person who
52		-	THAT operates the debtor's business under ~~a lease~~
53		-	or other agreement or controls substantially all of the debtor's assets.
	92	+	THAT operates the debtor's business under a9
	93	+	lease or other agreement or controls substantially all of the debtor's assets.10
54	94		(3) "Claim",
55		-	EXCEPT AS THE TERM IS USED IN "CLAIM FOR RELIEF",
56		-	means a right to payment, whether or not the right is reduced to judgment,
57		-	liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,
58		-	undisputed, legal, equitable, secured, or unsecured.
	95	+	EXCEPT AS THE TERM IS USED IN "CLAIM FOR RELIEF",11
	96	+	means a right to payment, whether or not the right is reduced to judgment,12
	97	+	liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed,13
	98	+	undisputed, legal, equitable, secured, or unsecured.14
59	99		(7.5) "E
60		-	LECTRONIC" MEANS TECHNOLOGY HAVING ELECTRICAL ,
61		-	DIGITAL, MAGNETIC, WIRELESS, OPTICAL, ELECTROMAGNETIC, OR SIMILAR
62		-	CAPABILITIES
63		-	.
	100	+	LECTRONIC" MEANS TECHNOLOGY HAVING ELECTRICAL ,15
	101	+	DIGITAL, MAGNETIC, WIRELESS, OPTICAL, ELECTROMAGNETIC, OR SIMILAR16
	102	+	CAPABILITIES.17
64	103		(7.7) "E
65		-	NTITY" HAS THE SAME MEANING AS SET FORTH IN SECTION
66		-	7-90-102 (20).
	104	+	NTITY" HAS THE SAME MEANING AS SET FORTH IN SECTION18
	105	+	7-90-102
	106	+	(20).19
67	107		(8) "Insider" means
68		-	INCLUDES:
69		-	~~PAGE 2-SENATE BILL 25-133~~ (10) "Person" means an individual, partnership, corporation,
70		-	association, organization, government or governmental subdivision or
71		-	agency, business trust, estate, trust, or any other legal or ~~commercial entity~~
72		-	HAS THE MEANING SET FORTH IN SECTION 7-90-102 (49).
	108	+	INCLUDES:20
	109	+	(10) "Person" means an individual, partnership, corporation,21
	110	+	association, organization, government or governmental subdivision or22
	111	+	agency, business trust, estate, trust, or any other legal or commercial23
	112	+	entity HAS THE MEANING SET FORTH IN SECTION 7-90-102 (49).24
73	113		(11.5) "R
74		-	ECORD" MEANS INFORMATION THAT IS INSCRIBED ON A
75		-	TANGIBLE MEDIUM OR THAT IS STORED IN AN ELECTRONIC OR OTHER MEDIUM
76		-	AND IS RETRIEVABLE IN PERCEIVABLE FORM
77		-	.
78		-	(12.5) "S
79		-	IGN" OR "SIGNATURE" HAS THE MEANING SET FORTH IN
80		-	SECTION
81		-	7-90-102 (60.5).
82		-	SECTION 3. In Colorado Revised Statutes, 38-8-103, amend (2)
83		-	and (3) as follows:
84		-	38-8-103. Insolvency. (2) A debtor who
85		-	THAT is generally not
86		-	paying his THEIR debts as they become due is presumed to be insolvent. THE
87		-	PRESUMPTION IMPOSES ON THE DEBTOR THE BURDEN OF PROVING THAT THE
88		-	NONEXISTENCE OF INSOLVENCY IS MORE PROBABLE THAN THE EXISTENCE OF
89		-	INSOLVENCY
90		-	.
91		-	(3) A partnership is insolvent under subsection (1) of this section if
92		-	the sum of the partnership's debts is greater than the aggregate of all of the
93		-	partnership's assets, at a fair valuation, and the sum of the excess of the
94		-	value of each general partner's nonpartnership assets over the partner's
95		-	nonpartnership debts A DEBTOR THAT IS INSOLVENT AS DEFINED IN 11 U.S.C.
96		-	SEC. 101 (32) OF THE FEDERAL BANKRUPTCY CODE IS INSOLVENT .
97		-	SECTION 4. In Colorado Revised Statutes, 38-8-105, amend (1)
98		-	introductory portion, (1)(b)(II), (2) introductory portion, and (2)(k); and add
99		-	(3) and (4) as follows:
100		-	38-8-105. Transfer or obligation voidable as to present and
101		-	future creditors. (1) A transfer made or obligation incurred by a debtor is
102		-	fraudulent VOIDABLE as to a creditor, whether the creditor's claim arose
103		-	before or after the transfer was made or the obligation was incurred, if the
104		-	debtor made the transfer or incurred the obligation:
105		-	(b) Without receiving a reasonably equivalent value in exchange for
106		-	the transfer or obligation, and the debtor:
107		-	PAGE 3-SENATE BILL 25-133 (II) Intended to incur, or believed or reasonably should have
108		-	believed that he THE DEBTOR would incur, debts beyond his THE DEBTOR'S
109		-	ability to pay as they became due.
110		-	(2) In determining actual intent under paragraph (a) of subsection
111		-	(1) SUBSECTION (1)(a) of this section, consideration may be given, among
112		-	other factors, to whether:
113		-	(k) The debtor transferred the essential assets of the business to a
114		-	lienor who THAT transferred the assets to an insider of the debtor.
	114	+	ECORD" MEANS INFORMATION THAT IS INSCRIBED ON A25
	115	+	TANGIBLE MEDIUM OR THAT IS STORED IN AN ELECTRONIC OR OTHER26
	116	+	MEDIUM AND IS RETRIEVABLE IN PERCEIVABLE FORM .27
	117	+	133
	118	+	-3- (12.5) "SIGN" OR "SIGNATURE" HAS THE MEANING SET FORTH IN1
	119	+	SECTION 7-90-102 (60.5).2
	120	+	SECTION 3. In Colorado Revised Statutes, 38-8-103, amend (2)3
	121	+	and (3) as follows:4
	122	+	38-8-103. Insolvency. (2) A debtor who THAT is generally not5
	123	+	paying his THEIR debts as they become due is presumed to be insolvent.6
	124	+	T
	125	+	HE PRESUMPTION IMPOSES ON THE DEBTOR THE BURDEN OF PROVING7
	126	+	THAT THE NONEXISTENCE OF INSOLVENCY IS MORE PROBABLE THAN THE8
	127	+	EXISTENCE OF INSOLVENCY.9
	128	+	(3) A partnership is insolvent under subsection (1) of this section
	129	+	10
	130	+	if the sum of the partnership's debts is greater than the aggregate of all of11
	131	+	the partnership's assets, at a fair valuation, and the sum of the excess of12
	132	+	the value of each general partner's nonpartnership assets over the partner's13
	133	+	nonpartnership debts A DEBTOR THAT IS INSOLVENT AS DEFINED IN 1114
	134	+	U.S.C.
	135	+	SEC. 101 (32) OF THE FEDERAL BANKRUPTCY CODE IS INSOLVENT .15
	136	+	SECTION 4. In Colorado Revised Statutes, 38-8-105, amend (1)16
	137	+	introductory portion, (1)(b)(II), (2) introductory portion, and (2)(k); and17
	138	+	add (3)
	139	+	and (4) as follows:18
	140	+	38-8-105. Transfer or obligation voidable as to present and19
	141	+	future creditors. (1) A transfer made or obligation incurred by a debtor20
	142	+	is fraudulent VOIDABLE as to a creditor, whether the creditor's claim arose21
	143	+	before or after the transfer was made or the obligation was incurred, if the22
	144	+	debtor made the transfer or incurred the obligation:23
	145	+	(b) Without receiving a reasonably equivalent value in exchange24
	146	+	for the transfer or obligation, and the debtor:25
	147	+	(II) Intended to incur, or believed or reasonably should have26
	148	+	believed that he THE DEBTOR would incur, debts beyond his THE DEBTOR'S27
	149	+	133
	150	+	-4- ability to pay as they became due.1
	151	+	(2) In determining actual intent under paragraph (a) of subsection2
	152	+	(1) SUBSECTION (1)(a) of this section, consideration may be given, among3
	153	+	other factors, to whether:4
	154	+	(k) The debtor transferred the essential assets of the business to5
	155	+	a lienor who THAT transferred the assets to an insider of the debtor.6
115	156		(3) A
116		-	CREDITOR MAKING A CLAIM FOR RELIEF UNDER SUBSECTION (1)
117		-	OF THIS SECTION HAS THE BURDEN OF PROVING THE ELEMENTS OF THE CLAIM
118		-	FOR RELIEF BY A PREPONDERANCE OF THE EVIDENCE
119		-	.
120		-	(4) I
121		-	T IS THE INTENT OF THE GENERAL ASSEMBLY THAT THE LAST
122		-	PARAGRAPH OF COMMENT EIGHT TO SECTION FOUR OF THE
123		-	"UNIFORM
124		-	VOIDABLE TRANSACTIONS ACT", AS AMENDED IN 2014 BY THE UNIFORM
125		-	LAW COMMISSION, DOES NOT APPLY IN COLORADO.
126		-	SECTION 5. In Colorado Revised Statutes, amend 38-8-106 as
127		-	follows:
128		-	38-8-106. Transfers or obligation voidable as to present
129		-	creditors. (1) A transfer made or obligation incurred by a debtor is
130		-	fraudulent
131		-	VOIDABLE as to a creditor whose claim arose before the transfer
132		-	was made or the obligation was incurred if the debtor made the transfer or
133		-	incurred the obligation without receiving a reasonably equivalent value in
134		-	exchange for the transfer or obligation and the debtor was insolvent at that
135		-	time or the debtor became insolvent as a result of the transfer or obligation.
136		-	(2) A transfer made by a debtor is fraudulent
137		-	VOIDABLE as to a
138		-	creditor whose claim arose before the transfer was made if the transfer was
139		-	made to an insider for an antecedent debt, the debtor was insolvent at that
140		-	time, and the insider had reasonable cause to believe that the debtor was
141		-	insolvent.
	157	+	CREDITOR MAKING A CLAIM FOR RELIEF UNDER SUBSECTION7
	158	+	(1)
	159	+	OF THIS SECTION HAS THE BURDEN OF PROVING THE ELEMENTS OF THE8
	160	+	CLAIM FOR RELIEF BY A PREPONDERANCE OF THE EVIDENCE .9
	161	+	(4) IT IS THE INTENT OF THE GENERAL ASSEMBLY THAT THE LAST10
	162	+	PARAGRAPH OF COMMENT EIGHT TO SECTION FOUR OF THE "UNIFORM11
	163	+	VOIDABLE TRANSACTIONS ACT", AS AMENDED IN 2014 BY THE UNIFORM12
	164	+	LAW COMMISSION, DOES NOT APPLY IN COLORADO.13
	165	+	SECTION 5. In Colorado Revised Statutes, amend 38-8-106 as14
	166	+	follows:15
	167	+	38-8-106. Transfers or obligation voidable as to present16
	168	+	creditors. (1) A transfer made or obligation incurred by a debtor is17
	169	+	fraudulent VOIDABLE as to a creditor whose claim arose before the18
	170	+	transfer was made or the obligation was incurred if the debtor made the19
	171	+	transfer or incurred the obligation without receiving a reasonably20
	172	+	equivalent value in exchange for the transfer or obligation and the debtor21
	173	+	was insolvent at that time or the debtor became insolvent as a result of the22
	174	+	transfer or obligation.23
	175	+	(2) A transfer made by a debtor is fraudulent VOIDABLE as to a24
	176	+	creditor whose claim arose before the transfer was made if the transfer25
	177	+	was made to an insider for an antecedent debt, the debtor was insolvent26
	178	+	at that time, and the insider had reasonable cause to believe that the27
	179	+	133
	180	+	-5- debtor was insolvent.1
142	181		(3) E
143		-	XCEPT AS PROVIDED BY SECTION 38-8-103 (2), A CREDITOR
144		-	MAKING A CLAIM FOR RELIEF PURSUANT TO SUBSECTION
145		-	(1) OR (2) OF THIS
146		-	SECTION HAS THE BURDEN OF PROVING THE ELEMENTS OF THE CLAIM FOR
147		-	PAGE 4-SENATE BILL 25-133 RELIEF BY A PREPONDERANCE OF THE EVIDENCE .
148		-	SECTION 6. In Colorado Revised Statutes, 38-8-107, amend (1)
149		-	introductory portion, (1)(a)(I), and (5)(b) as follows:
150		-	38-8-107. When transfer is made or obligation is incurred.
151		-	(1) For the purposes of this article ARTICLE 8:
152		-	(a) A transfer is made:
153		-	(I) With respect to an asset that is real property other than a fixture,
154		-	but including the interest of a seller or purchaser under a contract for the
155		-	sale of the asset, when the transfer is so far perfected that a good faith
156		-	purchaser of the asset from the debtor against whom
157		-	WHICH applicable law
158		-	permits the transfer to be perfected cannot acquire an interest in the asset
159		-	that is superior to the interest of the transferee; and
160		-	(5) An obligation is incurred:
161		-	(b) If evidenced by a writing
162		-	RECORD, when the writing executed
163		-	RECORD SIGNED by the obligor is delivered to or for the benefit of the
164		-	obligee.
165		-	SECTION 7. In Colorado Revised Statutes, 38-8-108, amend (1)
166		-	introductory portion and (1)(c) as follows:
167		-	38-8-108. Remedies of creditors. (1) In an action for relief against
168		-	a transfer or obligation under this article ARTICLE 8, a creditor, subject to the
169		-	limitations in section 38-8-109, may obtain:
170		-	(c) With respect to a transfer made or obligation incurred that is
171		-	fraudulent VOIDABLE under section 38-8-105 (1)(a), a judgment for one and
172		-	one-half the value of the asset transferred or for one and one-half the
173		-	amount necessary to satisfy the creditor's claim, whichever is less, together
174		-	with the creditor's actual costs; except that any
175		-	A judgment entered against
176		-	a person under this paragraph (c) SUBSECTION (1)(c) is in lieu of, not in
177		-	addition to, a judgment against the same person under section 38-8-109 (2).
178		-	No
179		-	A judgment may NOT be entered pursuant to this paragraph (c)
180		-	SUBSECTION (1)(c) against a person other than the debtor unless that person
181		-	also acts with wrongful intent as defined in section 38-8-105 (1)(a);
182		-	PAGE 5-SENATE BILL 25-133 otherwise, judgment for money damages against a person other than the
183		-	debtor may be entered only as provided in section 38-8-109. No A judgment
184		-	may
185		-	NOT be entered under this paragraph (c)
186		-	SUBSECTION (1)(c) unless a
187		-	court of competent jurisdiction enters or has entered a judgment or order
188		-	establishing the validity of the creditor's claim against the debtor.
189		-	SECTION 8. In Colorado Revised Statutes, 38-8-109, amend (1),
190		-	(2), (4) introductory portion, (4)(a), (4)(b), and (5)(b); and add (7) and (8)
191		-	as follows:
192		-	38-8-109. Defenses, liability, and protection of transferee or
193		-	obligee. (1) A transfer or obligation is not voidable under section 38-8-105
194		-	(1)(a) against a person who
195		-	THAT took in good faith and for a reasonably
196		-	equivalent value
	182	+	XCEPT AS PROVIDED BY
	183	+	SECTION 38-8-103 (2), A CREDITOR2
	184	+	MAKING A CLAIM FOR RELIEF PURSUANT TO SUBSECTION (1) OR (2) OF THIS3
	185	+	SECTION HAS THE BURDEN OF PROVING THE ELEMENTS OF THE CLAIM FOR4
	186	+	RELIEF BY A PREPONDERANCE OF THE EVIDENCE .5
	187	+	SECTION 6. In Colorado Revised Statutes, 38-8-107, amend (1)6
	188	+	introductory portion, (1)(a)(I), and (5)(b) as follows:7
	189	+	38-8-107. When transfer is made or obligation is incurred.8
	190	+	(1) For the purposes of this article ARTICLE 8:9
	191	+	(a) A transfer is made:10
	192	+	(I) With respect to an asset that is real property other than a11
	193	+	fixture, but including the interest of a seller or purchaser under a contract12
	194	+	for the sale of the asset, when the transfer is so far perfected that a good13
	195	+	faith purchaser of the asset from the debtor against whom WHICH14
	196	+	applicable law permits the transfer to be perfected cannot acquire an15
	197	+	interest in the asset that is superior to the interest of the transferee; and 16
	198	+	(5) An obligation is incurred:17
	199	+	(b) If evidenced by a writing RECORD, when the writing executed18
	200	+	RECORD SIGNED by the obligor is delivered to or for the benefit of the19
	201	+	obligee.20
	202	+	SECTION 7. In Colorado Revised Statutes, 38-8-108, amend (1)21
	203	+	introductory portion and (1)(c) as follows:22
	204	+	38-8-108. Remedies of creditors. (1) In an action for relief23
	205	+	against a transfer or obligation under this article ARTICLE 8, a creditor,24
	206	+	subject to the limitations in section 38-8-109, may obtain:25
	207	+	26
	208	+	(c) With respect to a transfer made or obligation incurred that is27
	209	+	133
	210	+	-6- fraudulent VOIDABLE under section 38-8-105 (1)(a), a judgment for one1
	211	+	and one-half the value of the asset transferred or for one and one-half the2
	212	+	amount necessary to satisfy the creditor's claim, whichever is less,3
	213	+	together with the creditor's actual costs; except that any A judgment4
	214	+	entered against a person under this paragraph (c) SUBSECTION (1)(c) is in5
	215	+	lieu of, not in addition to, a judgment against the same person under6
	216	+	section 38-8-109 (2). No A judgment may NOT be entered pursuant to this7
	217	+	paragraph (c) SUBSECTION (1)(c) against a person other than the debtor8
	218	+	unless that person also acts with wrongful intent as defined in section9
	219	+	38-8-105 (1)(a); otherwise, judgment for money damages against a person10
	220	+	other than the debtor may be entered only as provided in section11
	221	+	38-8-109. No A judgment may NOT be entered under this paragraph (c)12
	222	+	SUBSECTION (1)(c) unless a court of competent jurisdiction enters or has13
	223	+	entered a judgment or order establishing the validity of the creditor's14
	224	+	claim against the debtor.15
	225	+	SECTION 8. In Colorado Revised Statutes, 38-8-109, amend (1),16
	226	+	(2), (4) introductory portion, (4)(a), (4)(b), and (5)(b); and add (7) and (8)17
	227	+	as follows:18
	228	+	38-8-109. Defenses, liability, and protection of transferee or19
	229	+	obligee. (1) A transfer or obligation is not voidable under section20
	230	+	38-8-105 (1)(a) against a person who THAT took in good faith and for a21
	231	+	reasonably equivalent value
197	232		GIVEN TO THE DEBTOR or against any
198		-	~~A subsequent~~
199		-	transferee or obligee.
	233	+	A22
	234	+	subsequent transferee or obligee.23
200	235		(2) T
201		-	O THE EXTENT A TRANSFER IS VOIDABLE IN AN ACTION BY A
202		-	CREDITOR UNDER SECTION
203		-	38-8-108 (1)(a), THE FOLLOWING RULES APPLY:
	236	+	O THE EXTENT A TRANSFER IS VOIDABLE IN AN ACTION BY A24
	237	+	CREDITOR UNDER SECTION 38-8-108 (1)(a), THE FOLLOWING RULES APPLY:25
204	238		(a) Except as otherwise provided in this section, to the extent a
205		-	~~transfer is voidable in an action by a creditor under section 38-8-108 (1)(a),~~
206		-	~~the~~ creditor ~~may recover judgment for the value of the asset transferred, as~~
207		-	~~adjusted under subsection (3) of this section, or the amount necessary to~~
208		-	~~satisfy~~ the creditor~~'s claim,~~ ~~whichever is less.~~ The ~~judgment may be entered~~
209		-	~~against:~~
210		-	~~(a)~~
211		-	~~(I) The first transferee of the asset or the person for whose~~
212		-	~~benefit~~ the ~~transfer was made;~~ or
213		-	~~(b) (II) Any subsequent A DIRECT OR INDIRECT transferee OF~~ THE
214		-	~~FIRST~~ TRANSFEREE
215		-	, other than:
216		-	(A) A good faith transferee or obligee who
217		-	~~THAT took for value;~~ or
218		-	~~from any subsequent transferee or obligee.~~
219		-	~~(B) A~~ DIRECT OR INDIRECT ~~GOOD FAITH TRANSFEREE OF A PERSON~~
220		-	~~DESCRIBED IN SUBSECTION~~
221		-	(2)(a)(II)(A) OF THIS SECTION;
222		-	~~(4) Notwithstanding voidability of a transfer or an obligation under~~
223		-	~~this article~~
224		-	ARTICLE 8, a good faith transferee or obligee is entitled, ~~to the~~
225		-	~~PAGE 6-SENATE BILL 25-133~~ extent of the value given the debtor for the transfer or obligation, ~~to:~~
226		-	~~(a) A lien on or a right~~ to ~~retain any AN interest in the asset~~
227		-	~~transferred;~~
228		-	~~(b) Enforcement of any AN obligation incurred~~; or
229		-	~~(5) A transfer is not voidable under section 38-8-105 (1)~~(b) or
230		-	38-8-~~106 if the transfer results from:~~
231		-	~~(b) Enforcement of a security interest in compliance with~~ the
232		-	~~provisions~~ of ~~the "Uniform~~ ~~Commercial Code - Secured Transactions",~~
233		-	~~article 9~~ of ~~title 4, C.R.S. OTHER THAN~~ THE ~~ACCEPTANCE OF COLLATERAL IN~~
234		-	~~FULL OR PARTIAL SATISFACTION~~ OF THE ~~OBLIGATION IT SECURES~~
235		-	.
236		-	~~(7) T~~
237		-	~~HE BURDEN OF PROVING MATTERS REFERRED TO IN THIS SECTION~~
238		-	~~IS DETERMINED ACCORDING~~ TO ~~THE FOLLOWING~~
239		-	:
	239	+	26
	240	+	transfer is voidable in an action by a creditor under section 38-8-10827
	241	+	133
	242	+	-7- (1)(a), the creditor may recover judgment for the value of the asset1
	243	+	transferred, as adjusted under subsection (3) of this section, or the amount2
	244	+	necessary to satisfy the creditor's claim, whichever is less. The judgment3
	245	+	may be entered against:4
	246	+	(a) (I) The first transferee of the asset or the person for whose5
	247	+	benefit the transfer was made; or6
	248	+	(b) (II) Any subsequent A DIRECT OR INDIRECT transferee OF THE7
	249	+	FIRST TRANSFEREE, other than:8
	250	+	(A) A good faith transferee or obligee who THAT took for value;9
	251	+	or from any subsequent transferee or obligee.10
	252	+	(B) A
	253	+	DIRECT OR INDIRECT
	254	+	GOOD FAITH TRANSFEREE OF A PERSON11
	255	+	DESCRIBED IN SUBSECTION (2)(a)(II)(A) OF THIS SECTION;12
	256	+	13
	257	+	(4) Notwithstanding voidability of a transfer or an obligation14
	258	+	under this article ARTICLE 8, a good faith transferee or obligee is entitled,15
	259	+	to the extent of the value given the debtor for the transfer or obligation,16
	260	+	to:17
	261	+	(a) A lien on or a right to retain any AN interest in the asset18
	262	+	transferred;19
	263	+	(b) Enforcement of any AN obligation incurred; or20
	264	+	(5) A transfer is not voidable under section 38-8-105 (1)(b) or21
	265	+	38-8-106 if the transfer results from:22
	266	+	(b) Enforcement of a security interest in compliance with the23
	267	+	provisions of the "Uniform Commercial Code - Secured Transactions",24
	268	+	article 9 of title 4, C.R.S. OTHER THAN THE ACCEPTANCE OF COLLATERAL25
	269	+	IN FULL OR PARTIAL SATISFACTION OF THE OBLIGATION IT SECURES .26
	270	+	27
	271	+	133
	272	+	-8- (7) THE BURDEN OF PROVING MATTERS REFERRED TO IN THIS1
	273	+	SECTION IS DETERMINED ACCORDING TO THE FOLLOWING :2
240	274		(a) A
241		-	PARTY THAT SEEKS TO INVOKE SUBSECTION (1), (4), (5), ~~OR (6)~~
242		-	~~OF THIS SECTION HAS THE BURDEN OF PROVING THE APPLICABILITY OF THAT~~
243		-	SECTION
244		-	;
	275	+	PARTY THAT SEEKS TO INVOKE SUBSECTION (1), (4), (5), OR3
	276	+	(6)
	277	+	OF THIS SECTION HAS THE BURDEN OF PROVING THE APPLICABILITY OF4
	278	+	THAT SECTION;5
245	279		(b) E
246		-	XCEPT AS PROVIDED IN SUBSECTIONS (7)(c) AND (7)(d) OF THIS
247		-	SECTION
248		-	, THE CREDITOR HAS THE BURDEN OF PROVING EACH APPLICABLE
249		-	ELEMENT OF SUBSECTION
250		-	(2) OR (3) OF THIS SECTION;
	280	+	XCEPT AS PROVIDED IN SUBSECTIONS (7)(c) AND (7)(d) OF6
	281	+	THIS SECTION, THE CREDITOR HAS THE BURDEN OF PROVING EACH7
	282	+	APPLICABLE ELEMENT OF SUBSECTION (2) OR (3) OF THIS SECTION;8
251	283		(c) T
252		-	HE TRANSFEREE HAS THE BURDEN OF PROVING ~~THE~~
253		-	APPLICABILITY TO THE TRANSFEREE OF SUBSECTION
254		-	(2)(a)(II)(A) OR
255		-	~~(2)(a)(II)(B)~~ OF THIS SECTION; ~~AND~~
256		-	(d) A ~~PARTY THAT SEEKS ADJUSTMENT UNDER SUBSECTION (3) OF~~
257		-	~~THIS SECTION HAS THE BURDEN OF PROVING THE~~ ADJUSTMENT
258		-	.
	284	+	HE TRANSFEREE HAS THE BURDEN OF PROVING THE9
	285	+	APPLICABILITY TO THE TRANSFEREE OF SUBSECTION (2)(a)(II)(A) OR10
	286	+	(2)(a)(II)(B)
	287	+	OF THIS SECTION; AND11
	288	+	(d) A
	289	+	PARTY THAT SEEKS ADJUSTMENT UNDER SUBSECTION (3) OF12
	290	+	THIS SECTION HAS THE BURDEN OF PROVING THE ADJUSTMENT .13
259	291		(8) T
260		-	HE STANDARD OF PROOF REQUIRED TO ESTABLISH MATTERS
261		-	REFERRED TO IN THIS SECTION IS PREPONDERANCE OF THE EVIDENCE
262		-	.
263		-	SECTION 9. In Colorado Revised Statutes, amend 38-8-110 as
264		-	follows:
	292	+	HE STANDARD OF PROOF REQUIRED TO ESTABLISH MATTERS14
	293	+	REFERRED TO IN THIS SECTION IS PREPONDERANCE OF THE EVIDENCE .15
	294	+	SECTION 9. In Colorado Revised Statutes, amend 38-8-110 as16
	295	+	follows:17
265	296		38-8-110. Extinguishment of a claim for relief. (1) A cause of
266		-	PAGE 7-SENATE BILL 25-133 action CLAIM FOR RELIEF with respect to a fraudulent VOIDABLE transfer or
267		-	obligation under this article ARTICLE 8 is extinguished unless action is
268		-	brought:
269		-	(a) Under section 38-8-105 (1)(a), within NOT LATER THAN four
270		-	years after the transfer was made or the obligation was incurred or, if later,
271		-	within
272		-	NOT LATER THAN one year after the transfer or obligation was or
273		-	could reasonably have been discovered by the claimant;
274		-	(b) Under section 38-8-105 (1)(b) or 38-8-106 (1), within NOT
275		-	LATER THAN
276		-	four years after the transfer was made or the obligation was
277		-	incurred; or
278		-	(c) Under section 38-8-106 (2), within one year
279		-	NOT LATER THAN
280		-	FOUR YEARS
281		-	after the transfer was made. or the obligation was incurred.
282		-	SECTION 10. In Colorado Revised Statutes, add 38-8-113 as
283		-	follows:
284		-	38-8-113. Relation to electronic signatures in the federal
	297	+	18
	298	+	action CLAIM FOR RELIEF with respect to a fraudulent VOIDABLE transfer19
	299	+	or obligation under this article ARTICLE 8 is extinguished unless action is20
	300	+	brought:21
	301	+	(a) Under section 38-8-105 (1)(a), within NOT LATER THAN four22
	302	+	years after the transfer was made or the obligation was incurred or, if23
	303	+	later, within NOT LATER THAN one year after the transfer or obligation was24
	304	+	or could reasonably have been discovered by the claimant;25
	305	+	(b) Under section 38-8-105 (1)(b) or 38-8-106 (1), within NOT26
	306	+	LATER THAN four years after the transfer was made or the obligation was27
	307	+	133
	308	+	-9- incurred; or1
	309	+	(c) Under section 38-8-106 (2), within one year NOT LATER THAN2
	310	+	FOUR YEARS after the transfer was made. or the obligation was incurred.3
	311	+	4
	312	+	SECTION 10. In Colorado Revised Statutes, add 38-8-113 as5
	313	+	follows:6
	314	+	38-8-113. Relation to electronic signatures in the federal7
285	315		"Electronic Signatures in Global and National Commerce Act". T
286		-	~~HIS~~
287		-	ARTICLE
288		-	~~8 MODIFIES, LIMITS, OR SUPERSEDES THE FEDERAL "ELECTRONIC~~
289		-	~~SIGNATURES~~ IN GLOBAL AND NATIONAL COMMERCE ACT", 15 U.S.C. SEC.
	316	+	HIS8
	317	+	ARTICLE 8 MODIFIES, LIMITS, OR SUPERSEDES THE FEDERAL "ELECTRONIC9
	318	+	S
	319	+	IGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT", 15 U.S.C. SEC.10
290	320		7001
291		-	ET SEQ., BUT DOES NOT MODIFY, LIMIT, OR SUPERCEDE 15 U.S.C. SEC.
	321	+	ET SEQ., BUT DOES NOT MODIFY, LIMIT, OR SUPERCEDE 15 U.S.C. SEC.11
292	322		7001 (c)
293		-	OR AUTHORIZE ELECTRONIC DELIVERY OF ANY OF THE NOTICES
294		-	DESCRIBED IN
295		-	15 U.S.C. SEC. 7003 (b).
296		-	SECTION 11. In Colorado Revised Statutes, 2-5-102, amend (7)
297		-	as follows:
298		-	2-5-102. Inclusions - nonstatutory. (7) There shall be included in
299		-	the publication of the "Colorado Uniform Fraudulent Transfer Act"
300		-	"COLORADO VOIDABLE TRANSACTIONS ACT", as nonstatutory matter,
301		-	following each section of the article, the full text of the official comments
302		-	to that section contained in the official volume containing the 1984 official
303		-	text of the "Uniform Fraudulent Transfer Act" issued by the national
304		-	conference of commissioners on uniform state laws, with any changes in the
305		-	official comments or Colorado comments to correspond to Colorado
306		-	changes in the uniform act GUIDANCE ON HOW TO ACCESS THE OFFICIAL
307		-	COMMENTS OF THE
308		-	"UNIFORM VOIDABLE TRANSACTIONS ACT". The
309		-	PAGE 8-SENATE BILL 25-133 comments GUIDANCE ON HOW TO ACCESS THE OFFICIAL COMMENTS shall be
310		-	prepared by the revisor of statutes and approved for publication by the
311		-	committee on legal services.
312		-	SECTION 12. Act subject to petition - effective date -
313		-	applicability. (1) This act takes effect at 12:01 a.m. on the day following
314		-	the expiration of the ninety-day period after final adjournment of the
315		-	general assembly; except that, if a referendum petition is filed pursuant to
316		-	section 1 (3) of article V of the state constitution against this act or an item,
317		-	section, or part of this act within such period, then the act, item, section, or
318		-	part will not take effect unless approved by the people at the general
319		-	election to be held in November 2026 and, in such case, will take effect on
320		-	the date of the official declaration of the vote thereon by the governor.
321		-	PAGE 9-SENATE BILL 25-133 (2) This act applies to claims filed on or after the applicable
322		-	effective date of this act.
323		-	____________________________ ____________________________
324		-	James Rashad Coleman, Sr. Julie McCluskie
325		-	PRESIDENT OF SPEAKER OF THE HOUSE
326		-	THE SENATE OF REPRESENTATIVES
327		-	____________________________ ____________________________
328		-	Esther van Mourik Vanessa Reilly
329		-	SECRETARY OF CHIEF CLERK OF THE HOUSE
330		-	THE SENATE OF REPRESENTATIVES
331		-	APPROVED________________________________________
332		-	(Date and Time)
333		-	_________________________________________
334		-	Jared S. Polis
335		-	GOVERNOR OF THE STATE OF COLORADO
336		-	PAGE 10-SENATE BILL 25-133
	323	+	OR AUTHORIZE ELECTRONIC DELIVERY OF ANY OF THE NOTICES12
	324	+	DESCRIBED IN 15 U.S.C. SEC. 7003 (b).13
	325	+	SECTION 11.
	326	+	In Colorado Revised Statutes, 2-5-102, amend (7)14
	327	+	as follows:15
	328	+	2-5-102. Inclusions - nonstatutory. (7) There shall be included16
	329	+	in the publication of the "Colorado Uniform Fraudulent Transfer Act"17
	330	+	"C
	331	+	OLORADO VOIDABLE TRANSACTIONS ACT", as nonstatutory matter,18following each section of the article, the full text of the official comments19
	332	+	to that section contained in the official volume containing the 198420
	333	+	official text of the "Uniform Fraudulent Transfer Act" issued by the21
	334	+	national conference of commissioners on uniform state laws, with any22
	335	+	changes in the official comments or Colorado comments to correspond to23
	336	+	Colorado changes in the uniform act GUIDANCE ON HOW TO ACCESS THE24
	337	+	OFFICIAL COMMENTS OF THE "UNIFORM VOIDABLE TRANSACTIONS ACT".25
	338	+	The comments GUIDANCE ON HOW TO ACCESS THE OFFICIAL COMMENTS26
	339	+	shall be prepared by the revisor of statutes and approved for publication27
	340	+	133
	341	+	-10- by the committee on legal services.1
	342	+	SECTION 12. Act subject to petition - effective date -2
	343	+	applicability. (1) This act takes effect at 12:01 a.m. on the day following3
	344	+	the expiration of the ninety-day period after final adjournment of the4
	345	+	general assembly; except that, if a referendum petition is filed pursuant5
	346	+	to section 1 (3) of article V of the state constitution against this act or an6
	347	+	item, section, or part of this act within such period, then the act, item,7
	348	+	section, or part will not take effect unless approved by the people at the8
	349	+	general election to be held in November 2026 and, in such case, will take9
	350	+	effect on the date of the official declaration of the vote thereon by the10
	351	+	governor.11
	352	+	(2) This act applies to claims filed on or after the applicable12
	353	+	effective date of this act.13
	354	+	133
	355	+	-11-