C.R.S. Section 7-90-201.7
Statement of conversion

  • when conversion effective

(1)

After the conversion of an entity is approved in accordance with section 7-90-201.4, the converting entity shall cause a statement of conversion to be delivered to the secretary of state, for filing pursuant to part 3 of this article, if the converting entity has a constituent filed document or a statement of foreign entity authority filed in the records of the secretary of state and the resulting entity will not be an entity for which a constituent filed document will be filed in the records of the secretary of state. The statement of conversion shall state:

(a)

The entity name of the converting entity, its principal office address, the jurisdiction under the law of which it is formed, and its form of entity;

(b)

The true name of the resulting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(c)

A statement that the converting entity has been converted into the resulting entity pursuant to this section; and

(d)

Any other matters relating to the conversion that the converting entity determines to include therein.

(2)

After the conversion of an entity is approved in accordance with section 7-90-201.4, if neither the resulting entity nor the converting entity is or will be an entity that will have a constituent filed document filed in the records of the secretary of state, either the resulting entity or the converting entity may deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of conversion stating:

(a)

The true name of the converting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(b)

The true name of the resulting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(c)

That the converting entity has been converted into the resulting entity pursuant to this section; and

(d)

Any other matters relating to the conversion that the entity filing the statement of conversion determines to include therein.

(3)

Intentionally left blank —Ed.

(a)

After the conversion of an entity is approved in accordance with section 7-90-201.4, if the resulting entity will be an entity for which a constituent filed document is to be filed in the records of the secretary of state, the converting entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a combined statement of conversion and the constituent filed document that complies with the requirements of the organic statutes. In addition to complying with the requirements of the organic statutes for the constituent filed document, a combined statement of conversion and constituent filed document must state:

(I)

The entity name or, for an entity that has no entity name, the true name of the converting entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;

(II)

The entity name of the resulting entity;

(III)

That the converting entity has been converted into the resulting entity pursuant to this section; and

(IV)

Any other matters relating to the conversion that the entity filing the statement of conversion determines to include therein.

(b)

Notwithstanding the requirement in paragraph (a) of this subsection (3), a combined statement of conversion and constituent filed document, once accepted for filing by the secretary of state, shall for all purposes be deemed to be two separate documents: The statement of conversion and the constituent filed document.

(4)

The conversion shall become effective as specified by the organic statutes. If the organic statutes do not specify an effective date, the conversion shall become effective when the statement of conversion, if any, becomes effective as determined pursuant to section 7-90-304, or, if no statement of conversion is filed, the conversion shall become effective at the time and on the date determined by the owners of the converting entity.

Source: Section 7-90-201.7 — Statement of conversion - when conversion effective, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑90‑101
Short title
7‑90‑102
Definitions
7‑90‑102.5
Relationship between constituent documents and organic statutes
7‑90‑103
Reservation of power to amend or repeal
7‑90‑104
Nonapplication of uniform commercial code to owner’s interest
7‑90‑105
Notice
7‑90‑106
Relation to electronic signatures in global and national commerce act
7‑90‑201
Conversion of an entity
7‑90‑201.3
Plan of conversion
7‑90‑201.4
Approval of plan of conversion
7‑90‑201.7
Statement of conversion - when conversion effective
7‑90‑202
Effect of conversion - entity unchanged
7‑90‑203
Merger of entities
7‑90‑203.1
Exchange of owner’s interest
7‑90‑203.3
Plan of merger - plan of exchange
7‑90‑203.4
Approval of plan of merger or exchange
7‑90‑203.7
Statement of merger - when merger effective
7‑90‑203.8
Statement of owner’s interest exchange
7‑90‑204
Effect of merger
7‑90‑204.3
Effect of an exchange
7‑90‑204.5
Foreign entity resulting from conversion or surviving merger
7‑90‑205.5
Abandonment or amendment of plan of merger, plan of conversion, or plan of exchange
7‑90‑206
Appraisal rights, prohibitions, restrictions, and requirements
7‑90‑301
Filing requirements
7‑90‑301.5
Act of causing document to be delivered for filing
7‑90‑302
Forms and cover sheets - secretary of state to furnish upon request
7‑90‑303
Filing, service, and copying fees - subpoenas
7‑90‑304
Effective time and date of filed document
7‑90‑304.5
Restated constituent filed document
7‑90‑305
Correcting filed document
7‑90‑305.5
Statement of change
7‑90‑306
Filing duty of secretary of state - manner of filing - definition
7‑90‑307
Appeal from secretary of state’s refusal to file document
7‑90‑308
Evidentiary effect of copy of filed document
7‑90‑309
Certificates issued by secretary of state
7‑90‑310
Proof of delivery for filing
7‑90‑313
Remedy for failure or refusal to file - presumptions
7‑90‑314
Fraudulent filings - complaint - review - referral to attorney general - referral to administrative law judge - marking filing as fraudulent - deceptive trade practice
7‑90‑401
Powers
7‑90‑402
Interrogatories by secretary of state
7‑90‑403
Notices by the secretary of state
7‑90‑404
Distribution of information - student loan repayment and loan forgiveness programs
7‑90‑501
Periodic reports
7‑90‑601
Entity name
7‑90‑601.5
Domestic entity name and trade name of dissolved domestic entity
7‑90‑601.6
Entity name of delinquent entity
7‑90‑601.7
Foreign entity name and trade name of withdrawn foreign entity
7‑90‑602
Reserved entity name
7‑90‑603
Assumed entity name of foreign entity
7‑90‑604
Registered true name of a foreign entity
7‑90‑701
Registered agent
7‑90‑702
Change or resignation of registered agent
7‑90‑703
Correction of registered agent
7‑90‑704
Service on entities
7‑90‑705
Change of principal office address
7‑90‑707
Commercial registered agent
7‑90‑708
Termination of commercial registered agent listing
7‑90‑709
Change of commercial registered agent name or address
7‑90‑710
Listing of entities represented by commercial registered agents
7‑90‑801
Authority to transact business or conduct activities required
7‑90‑802
Consequences of transacting business or conducting activities without authority
7‑90‑803
Statement of foreign entity authority to transact business or conduct activities
7‑90‑804
Change of statement of foreign entity authority to transact business or conduct activities
7‑90‑805
Effect of statement of foreign entity authority
7‑90‑806
Withdrawal of foreign entity
7‑90‑807
Service on withdrawn foreign entity
7‑90‑811
Application to existing foreign entities
7‑90‑812
Foreign general partnerships
7‑90‑813
Title 12 limitations
7‑90‑901
Grounds for delinquency
7‑90‑902
Declaration of delinquency
7‑90‑903
Effect of delinquency
7‑90‑904
Cure of delinquency
7‑90‑905
Appeal from declaration of delinquency
7‑90‑906
Limited liability partnerships and limited liability limited partnerships
7‑90‑908
Dissolution of delinquent entity
7‑90‑910
Effect of dissolution under section 7-90-908
7‑90‑911
Disposition of known claims by notification - definitions
7‑90‑912
Disposition of claims by publication
7‑90‑913
Enforcement of claims against a dissolved domestic entity
7‑90‑914
Court proceedings
7‑90‑915
Manager duties
7‑90‑1001
Reinstatement after dissolution
7‑90‑1002
Vote or consent required - effect of opposition
7‑90‑1003
Articles of reinstatement
7‑90‑1004
Entity name upon reinstatement
7‑90‑1005
Effect of reinstatement
Green check means up to date. Up to date

Current through Fall 2024

§ 7-90-201.7’s source at colorado​.gov