C.R.S. Section 7-90-604
Registered true name of a foreign entity

(1)

A foreign entity that is not authorized to transact business or conduct activities in this state may register its true name, if that true name is a name that could be the entity name of the foreign entity if the foreign entity were authorized to transact business or conduct activities in this state. Such registration shall be effective through December 31 of the year in which the filing becomes effective.

(2)

A foreign entity may register a true name pursuant to this section by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of registration of true name that complies with the requirements of this subsection (2). When filed, the statement of registration of true name registers the true name. The statement of registration of true name must state:

(a)

The foreign entity’s true name;

(b)

The jurisdiction under the law of which the foreign entity is formed;

(c)

The form of the foreign entity as that form is recognized by the jurisdiction under the law of which the entity is formed; and

(d)

The principal office address of the foreign entity’s principal office.

(3)

A foreign entity that has in effect a registration of its true name pursuant to this section may renew the registration by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, on or before December 31 of the year of registration, a statement of renewal of registration of true name that complies with this subsection (3). When filed, the statement of renewal of registration renews the registration for the following year. The statement of renewal of registration of true name must state:

(a)

The foreign entity’s true name, the registration of which is to be renewed;

(b)

The form of entity and the jurisdiction under the law of which the foreign entity is formed; and

(c)

The principal office address of the foreign entity’s principal office.

(3.5)

No statement of renewal of registration of true name shall state a delayed effective date.

(4)

Intentionally left blank —Ed.

(a)

A foreign entity that has in effect a registration of its true name may transfer such registration to another foreign entity, if the transferee is not then authorized to transact business or conduct activities in Colorado, if that name is also the true name of the transferee and if, concurrently with the delivery of the foreign entity’s statement of transfer of registration of true name to the secretary of state, for filing pursuant to part 3 of this article, the transferee delivers to the secretary of state a statement of registration of true name pursuant to this section.

(b)

A foreign entity that has in effect a registration of its true name may transfer the registration to another foreign entity, whether or not that name is the true name of the transferee, if the transferee is then authorized to transact business or conduct activities in Colorado and if, concurrently with the delivery of the foreign entity’s statement of transfer of registration of true name to the secretary of state pursuant to paragraph (a) of this subsection (4), the transferee delivers to the secretary of state, for filing pursuant to part 3 of this article, either:

(I)

A statement of trade name stating the transferred name as a trade name of the transferee pursuant to section 7-71-101;

(II)

A statement of reservation of name reserving the transferred name as an entity name of the transferee pursuant to section 7-90-602; or

(III)

A statement of change to the transferee’s statement of foreign entity authority changing the assumed entity name of the transferee to the transferred name or stating that the transferee has acquired rights to use the transferred name as its true name in Colorado, as the case may be.

(c)

A foreign entity that has in effect a registration of its true name may transfer such registration to another foreign entity, although that name is not the true name of the transferee, if, concurrently with the delivery of the foreign entity’s statement of transfer of registration of true name to the secretary of state pursuant to paragraph (a) of this subsection (4), the transferee delivers to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity authority stating the transferred name as its assumed entity name under section 7-90-803 (1)(a).

(d)

A foreign entity that has in effect a registration of its true name may transfer such registration to a person other than a foreign entity, although that name is not the true name of the transferee, if, concurrently with the delivery of the foreign entity’s statement of transfer of registration of true name to the secretary of state pursuant to paragraph (a) of this subsection (4), the transferee delivers to the secretary of state, for filing pursuant to part 3 of this article, either:

(I)

A statement of trade name stating the transferred name as a trade name pursuant to section 7-71-101;

(II)

A statement of reservation of name reserving the transferred name as an entity name pursuant to section 7-90-602; or

(III)

An amendment or statement of change to the transferee’s constituent filed document changing the entity’s domestic entity name to the transferred name.
(e)(Deleted by amendment, L. 2007, p. 243, § 36, effective May 29, 2007.)(f) The transfer of the registration of the true name shall be effected by the current registrant’s delivery to the secretary of state, for filing pursuant to part 3 of this article, of a statement of transfer of registered name that states:

(I)

The true name of the foreign entity;

(II)

The name of the jurisdiction under the law of which it is formed;

(III)

The entity name of the transferee or, if the transferee does not have an entity name, the true name of the transferee;

(IV)

The name of the jurisdiction under the law of which the transferee is formed; and

(V)

That the registration of the true name is transferred by the entity to the transferee pursuant to this section.

(g)

When the statement of transfer of registered name and each other document, if any, required by this subsection (4) to be delivered concurrently to the secretary of state with the statement of transfer of registered name is filed, the transfer of the registration of true name is transferred.

(4.5)

A foreign entity that has in effect a registration of its true name may deliver to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity authority stating that name as its true name.

(5)

A foreign entity that has in effect a registration of its true name may relinquish the registration at any time by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of change stating the foreign entity’s true name and stating that the registration is relinquished. When filed, the statement of change withdraws the registration of true name.

Source: Section 7-90-604 — Registered true name of a foreign entity, 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

§ 7-90-604’s source at colorado​.gov