C.R.S. Title 7 Corporations and Associations
Article 90 Colorado Corporations and Associations Act
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Part 9 Delinquency - dissolution upon expiration of term - notice to creditors by enforcement of claims against dissolved entities
Subpart 1 Delinquency
7-90-901. Grounds for delinquency
(1) A domestic entity that is a reporting entity may be declared delinquent under section 7-90-902 if:
(a) The domestic entity does not pay any fee or penalty imposed by this title when it is due;
(b) The domestic entity does not comply with part 5 of this article, providing for reports from reporting entities; or
(c) The domestic entity does not comply with part 7 of this article, providing for registered agents and service of process.
(2) A foreign entity that is a reporting entity may be declared delinquent under section 7-90-902 if:
(a) The foreign entity does not pay any fee or penalty imposed by this title when it is due;
(b) The foreign entity does not comply with part 5 of this article, providing for reports from reporting entities;
(c) The foreign entity does not comply with part 7 of this article, providing for registered agents and service of process;
(d) The foreign entity does not deliver for filing an appropriate statement of change when necessary to make its statement of foreign entity authority true in all respects; or
(e) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of entity records in the jurisdiction under the law of which the foreign entity was formed to the effect that it no longer exists as the result of a dissolution or merger or otherwise.
7-90-902. Declaration of delinquency
(1) If the secretary of state determines that one or more grounds exist under section 7-90-901 for declaring an entity delinquent and the entity does not correct each ground for declaring it delinquent or demonstrate to the reasonable satisfaction of the secretary of state that such ground does not exist within sixty days after the secretary of state makes such determination, the entity becomes delinquent following the expiration of such sixty days.
(2) (Deleted by amendment, L. 2010, (HB 10-1403), ch. 404, p. 1998, § 20, effective August 11, 2010.)
7-90-903. Effect of delinquency
(1) A delinquent entity may not maintain a proceeding in any court in this state for the collection of its debts until it has cured its delinquency pursuant to section 7-90-904 (1), (2), or (3).
(2) A court may stay a proceeding commenced by an entity until it determines whether the entity is delinquent. If the court determines that the entity is delinquent, it may further stay the proceeding until the entity cures its delinquency pursuant to section 7-90-904. If a delinquent entity cures its delinquency in accordance with section 7-90-904, no proceeding in any court in this state to which such entity is a party shall thereafter be dismissed by reason of that instance of delinquency.
(3) The delinquency of an entity does not terminate the authority of the registered agent of the entity.
(4) The existence of a domestic entity continues notwithstanding its delinquency.
(5) A delinquent domestic entity may be dissolved at any time and by any manner as may be provided or permitted by its constituent documents and organic statutes and, if it has failed to cure its delinquency for three years or more, the delinquent domestic entity may be dissolved pursuant to section 7-90-908.
(1) A delinquent entity may cure its delinquency by:
(a) Delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement curing delinquency stating:
(I) The entity's principal office address; and
(II) The entity's registered agent's name and address.
(b) (Deleted by amendment, L. 2008, p. 23, § 17, effective August 5, 2008.)
(2) In lieu of curing its delinquency pursuant to subsection (1) of this section, a delinquent foreign entity may cure its delinquency by causing to be delivered to the secretary of state, for filing pursuant to part 3 of this article, a statement of foreign entity withdrawal.
(3) A delinquent domestic entity may cure its delinquency by dissolving.
(4) (a) Except as provided in paragraphs (b) and (c) of this subsection (4), the entity name of an entity following the curing of its delinquency shall be the same as the entity name, determined without regard to section 7-90-601.6, of the entity at the time the entity cures its delinquency if such entity name complies with section 7-90-601 at the time the entity cures its delinquency. If such entity name would not be distinguishable on the records of the secretary of state as contemplated in section 7-90-601, the entity name of the entity following curing of its delinquency shall be such entity name followed by the words "delinquency cured" and the month, day, and year of the effective date of the statement curing delinquency.
(b) In the case of a foreign entity that cures its delinquency pursuant to subsection (2) of this section, the foreign entity name of the foreign entity shall be its foreign entity name at the time it cures its delinquency, determined without regard to section 7-90-601.6, as changed by section 7-90-601.7.
(c) In the case of a domestic entity that cures its delinquency pursuant to subsection (3) of this section, the domestic entity name of the domestic entity shall be its domestic entity name at the time it cures its delinquency, determined without regard to section 7-90-601.6, as changed by section 7-90-601.5.
7-90-905. Appeal from declaration of delinquency
(1) An entity may appeal a declaration under section 7-90-902 (1) that it is delinquent to the district court for the county in this state in which the street address of the entity's principal office is located, or, if the entity has no principal office in this state, to the district court for the county in which the street address of its registered agent is located or, if the entity has no registered agent, to the district court for the city and county of Denver within thirty days after the effective date of its delinquency. The entity shall commence such appeal by petitioning the court to set aside the declaration of its delinquency or to determine that the entity has cured its delinquency and attaching to the petition copies of such documents in the secretary of state's records as may be relevant.
(2) The court may summarily order the secretary of state to take whatever action the court considers appropriate or may take any other action the court considers appropriate.
(3) The court's order or decision may be appealed as in other civil proceedings.
7-90-906. Limited liability partnerships and limited liability limited partnerships
Each limited liability partnership and limited liability limited partnership to which section 7-60-152 or section 7-64-1008 was applicable on September 30, 2005, shall be deemed delinquent pursuant to section 7-90-902 (1), effective October 1, 2005.
This is not an official copy of the statutes. Please visit LexisNexis Legal Resources for the most current version.