C.R.S. Section 7-90-801
Authority to transact business or conduct activities required

(1)

A foreign entity shall not transact business or conduct activities in this state except in compliance with this part 8 and not until its statement of foreign entity authority is filed in the records of the secretary of state. Notwithstanding the foregoing, this part 8 shall not apply to foreign general partnerships that are not foreign limited liability partnerships and shall not apply to foreign unincorporated nonprofit associations. To the extent that a provision of this part 8 is inconsistent with another statute of this state in its application to a foreign entity, such other statute, and not such provision of this part 8, shall apply.

(2)

A foreign entity shall not be considered to be transacting business or conducting activities in this state within the meaning of subsection (1) of this section by reason of carrying on in this state any one or more of the following activities:

(a)

Maintaining, defending, or settling in its own behalf any proceeding or dispute;

(b)

Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs;

(c)

Maintaining bank accounts;

(d)

Maintaining offices or agencies for the transfer, exchange, and registration of its own securities or owner’s interests, or maintaining trustees or depositories with respect to those securities or owner’s interests;

(e)

Selling through independent contractors;

(f)

Soliciting or obtaining orders, whether by mail or electronic transmission, through employees or agents, or otherwise, if the orders require acceptance outside this state before they become contracts;

(g)

Creating, as borrower or lender, or acquiring, indebtedness;

(h)

Creating, as borrower or lender, or acquiring, mortgages or other security interests in real or personal property;

(i)

Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;

(j)

Owning, without more, real or personal property;

(k)

Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(l)

Transacting business or conducting activities in interstate commerce; and

(m)

In the case of a foreign nonprofit corporation:

(I)

Granting funds; or

(II)

Distributing information to its members.

(3)

The list of activities in subsection (2) of this section is not exhaustive.

(4)

Nothing in this section shall limit or affect the right to subject a foreign entity that does not, or is not required to, have authority to transact business or conduct activities in this state to the jurisdiction of the courts of this state or to serve upon any foreign entity any process, notice, or demand required or permitted by law to be served upon an entity pursuant to part 7 of this article or sections 13-1-124 and 13-1-125, C.R.S., or any other provision of law or pursuant to the applicable rules of civil procedure.

(5)

A foreign nonprofit entity shall be considered to be transacting business or conducting activities in this state if it is required to file a registration statement with the secretary of state pursuant to section 6-16-104, C.R.S.

Source: Section 7-90-801 — Authority to transact business or conduct activities required, 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

§ 7-90-801’s source at colorado​.gov