HB05-1149 amends Colorado business organization law in various ways, some of which changes impact the ways records are created and managed by the Business Division of the Secretary of State’s office.

This bill:

• provides for changes in entity status:

Status Prior to 10/1/05	Status Effective 10/1/05
Good	Good
Delinquent	Non-Compliant
Administratively Dissolved	Delinquent

For example, an entity that failed to file a required annual report under prior law first became “delinquent” and was not entitled to a certificate of good standing. If it again failed to file its report after notice was given, it became “administratively dissolved.” Under the law as amended by HB05-1149, the entity would first become “non-compliant”; and ultimately, its status would become “delinquent.”

• provides that an entity will become automatically dissolved if its period of duration expires.
  
  
  • changes § 7-90-201, C.R.S., statement of conversion, in most cases, into a combined statement of conversion that includes the required constituent filed document.
  • provides that a statement of merger may no longer include amendments.
  • clarifies the requirements of § 7-90-305, C.R.S. regarding revocation of a filed document before it becomes effective.
  • changes the annual report postcard from a form to a notice. See § 7-90-501, C.R.S. The form/cover sheet of an annual report is available on the Web.
  • adds part 9 to article 90 which substitutes “delinquency” for administrative dissolution for failure to file an annual report or maintain a registered agent.
  • provides at § 7-90-909, C.R.S. for a courtesy notice to be sent to the principal office of an entity prior to expiration of its term.
  • amends § 7-130-105, C.R.S. removing the requirement of the date of each amendment’s adoption. It also removes the requirement for a statement concerning member action in adopting the amendment.
  • amends provisions regarding reinstatement so that the name of the entity prior to its dissolution is no longer required.

This is merely a summary of changes included in HB05-1149. The full text of the bill is available online on the Colorado General Assembly’s Web site at http://www.leg.state.co.us/clics2005a/csl.nsf/fsbillcont/848E78DCA52B1AB587256F540059660A?Open&file=1149_enr.pdf

This summarization is not intended to provide legal, business or tax advice, and is furnished without representation or warranty. Questions should be addressed to the user’s legal, business or tax advisor(s).

Published September 7, 2005 at 12:17 PM