reglab/housing_qa huggingface dataset:
CO Code § 7-80-713 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-713. Derivative Proceeding - Standing - Definitions

  A member may commence or maintain a derivative proceeding pursuant to this part 7 only where:   The member was a member of the limited liability company at the time of the act or omission complained of or the membership interest in such company thereafter devolved by operation of law; and    It appears that the member fairly and adequately represents the interests of the members similarly situated in enforcing the right of the limited liability company.       For purposes of this part 7, “derivative proceeding” means a civil suit in the right of a domestic limited liability company or, to the extent provided in section 7-80-719, in the right of a foreign limited liability company.     History. Source: L. 2002: Entire section added, p. 1725, § 160, effective October 1.    ANNOTATION   Law reviews. For article, “Business Entity Legislation 2002: Filing Procedures and LLC Changes”, see 31 Colo. Law. 55 (Nov. 2002).
CO Code § 7-80-714 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-714. Derivative Proceeding - Demand

  No member shall commence a derivative proceeding pursuant to this part 7 unless:   A written demand has been made upon the limited liability company to take suitable action; and    Thirty days have expired from the date the demand was made; except that the thirty-day limitation shall not be required where:   The member has been notified prior to the expiration of the thirty-day period that the demand has been rejected by the limited liability company; or    Irreparable injury to the limited liability company would result from waiting for the expiration of the thirty-day period.           History. Source: L. 2002: Entire section added, p. 1725, § 160, effective October 1.
CO Code § 7-80-715 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-715. Stay of Derivative Proceeding

 For the purpose of allowing the limited liability company time to undertake an inquiry into the allegations made in a demand or complaint commenced pursuant to this part 7, the court may stay any derivative proceeding for such period as the court deems appropriate.   History. Source: L. 2002: Entire section added, p. 1725, § 160, effective October 1.
CO Code § 7-80-717 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-717. Discontinuance or Settlement of Derivative Proceeding

 No derivative proceeding commenced pursuant to this part 7 shall be discontinued or settled without the approval of the court. Where the court determines that a proposed discontinuance or settlement will substantially affect the interests of the members of the limited liability company, the court shall direct that notice be given to the members affected.   History. Source: L. 2002: Entire section added, p. 1726, § 160, effective October 1.
CO Code § 7-80-718 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-718. Payment of Expenses - Derivative Proceeding

 On the termination of a derivative proceeding commenced pursuant to this part 7, where the court finds that the proceeding has resulted in a substantial benefit to the limited liability company, the court may order the limited liability company to pay the plaintiff's reasonable expenses, including attorney fees, incurred by the plaintiff in connection with the maintenance of such proceeding. On the termination of a derivative proceeding commenced pursuant to this part 7, where the court finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose, the court may order the plaintiff to pay any of the defendant's reasonable expenses, including attorney fees, incurred by the defendant in connection with the defense of such proceeding.   History. Source: L. 2002: Entire section added, p. 1726, § 160, effective October 1.
CO Code § 7-80-719 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 7 - Members|§ 7-80-719. Applicability of Derivative Proceeding to Foreign Limited Liability Companies

 In any derivative proceeding in the right of a foreign limited liability company, the right of a person to commence or maintain a derivative proceeding in the right of a foreign limited liability company and any matters raised in such proceeding covered by sections 7-80-713 to 7-80-718 shall be governed by the law of the jurisdiction under which the foreign limited liability company was formed; except that any matters raised in such proceeding covered by sections 7-80-715 and 7-80-717 shall be governed by the law of this state.   History. Source: L. 2002: Entire section added, p. 1727, § 160, effective October 1. L. 2003: Entire section amended, p. 2268, § 191, effective July 1, 2004.
CO Code § 7-80-801 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 8 - Dissolution|§ 7-80-801. Dissolution - Time and Notice of Dissolution

  A limited liability company formed under this article is dissolved:   Upon the agreement of all members;    At the time or upon the occurrence of the events stated in the operating agreement; or    After the limited liability company ceases to have members, on the earlier of:   The ninety-first day after the limited liability company ceases to have members unless, prior to that date, a person has been admitted as a member; or    The date on which a statement of dissolution of the limited liability company becomes effective pursuant to section 7-90-304.           History. Source: L. 2003: Entire part R&RE, p. 2269, § 192, effective July 1, 2004. L. 2004: Entire section amended, p. 946, § 21, effective July 1. L. 2006: Entire section amended, p. 862, § 33, effective July 1.    Editor's note:   This section is similar to former § 7-80-801 as it existed prior to 2004.
CO Code § 7-80-802 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 8 - Dissolution|§ 7-80-802. Statement of Dissolution

  Upon dissolution, the limited liability company shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of dissolution stating:   The domestic entity name of the limited liability company; and    The principal office address of the limited liability company's principal office.       (Deleted by amendment,L. 2004, p. 1463, § 193, effective July 1, 2004.)       A limited liability company is dissolved as provided in section 7-80-801.    For purposes of sections 7-80-405 and 7-80-803.5, a person who is not a manager or member has notice of the dissolution of a limited liability company on the earlier of:   The ninetieth day after the limited liability company's statement of dissolution is on file with the secretary of state; or    The date on which such person first has actual knowledge of the dissolution.        History. Source: L. 2003: Entire part R&RE, p. 2269, § 192, effective July 1, 2004. L. 2004: (1) amended, p. 1463, § 193, effective July 1. L. 2006: (2) amended and (3) added, p. 863, § 34, effective July 1.    Editor's note:   This section is similar to former § 7-80-806 as it existed prior to 2004.
CO Code § 7-80-803 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 8 - Dissolution|§ 7-80-803. Effect of Dissolution

  A dissolved limited liability company continues its existence as a limited liability company but shall not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:   Collecting its assets;    Disposing of its properties that will not be distributed in kind to its members;    Discharging or making provision for discharging its liabilities;    Distributing its remaining property among its members; and    Doing every other act necessary to wind up and liquidate its business and affairs.       A dissolved limited liability company may dispose of claims against it pursuant to sections 7-90-911 and 7-90-912.     History. Source: L. 2003: Entire part R&RE, p. 2269, § 192, effective July 1, 2004. L. 2006: (2) added, p. 863, § 35, effective July 1.    Editor's note:   This section is similar to former § 8-80-807 as it existed prior to 2004.   ANNOTATION   A pending contingency fee agreement case is business of a dissolved LLC. LaFond v. Sweeney, 2015 CO 3, 343 P.3d 939.
CO Code § 7-80-803.3 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 8 - Dissolution|§ 7-80-803.3. Right to Wind Up Business

  After dissolution, the manager or, if there is no manager, any member may wind up the limited liability company's business, but on application of any member, member's legal representative, or member's assignee or transferee, the district court, for good cause shown, may order judicial supervision of the winding up.    The legal representative, assignee, or transferee of the last remaining member may wind up the limited liability company's business if the limited liability company dissolves.    A person winding up a limited liability company's business may preserve the business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle disputes, settle and close the limited liability company's business, dispose of and transfer the limited liability company's property, discharge or provide for obligations of the limited liability company, distribute the assets of the limited liability company pursuant to section 7-80-803 (1)(d), and perform other necessary acts.     History. Source: L. 2006: Entire section added, p. 863, § 36, effective July 1.    ANNOTATION   A pending contingency fee agreement case is business of a dissolved LLC. LaFond v. Sweeney, 2015 CO 3, 343 P.3d 939.
CO Code § 7-80-803.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 8 - Dissolution|§ 7-80-803.5. Manager's or Member's Power to Bind Limited Liability Company After Dissolution

  Subject to section 7-80-802 (3), a limited liability company is bound by a manager's act or, in the case of a limited liability company, the articles of organization of which provide that management is vested in members, a member's act after dissolution that:   Is appropriate for winding up the limited liability company's business; or    Would have bound the limited liability company under section 7-80-405 before dissolution, if the other party to the transaction did not have notice of the dissolution.        History. Source: L. 2006: Entire section added, p. 863, § 36, effective July 1.
CO Code § 7-80-811 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 8 - Dissolution|§ 7-80-811. Procedure for Judicial Dissolution

  A judicial proceeding by the attorney general to dissolve a limited liability company shall be brought in the district court for the county in this state in which the street address of the limited liability company's principal office or the street address of its registered agent is located or, if the limited liability company has no principal office in this state and no registered agent, in the district court for the city and county of Denver. A judicial proceeding brought by any other party named in section 7-80-810 to dissolve a limited liability company shall be brought in the district court for the county in this state in which the street address of the limited liability company's principal office is located or, if it has no principal office in this state, in the district court for the county in which the street address of its registered agent is located, or, if the limited liability company has no registered agent, in the district court for the city and county of Denver.    It is not necessary to make managers or members parties to a judicial proceeding to dissolve a limited liability company unless relief is sought against them individually.    A court in a judicial proceeding brought to dissolve a limited liability company may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company's assets wherever located, and carry on the business of the limited liability company until a full hearing can be held.     History. Source: L. 2003: Entire part R&RE, p. 2274, § 192, effective July 1, 2004. L. 2004: Entire section amended, p. 1464, § 198, effective July 1. L. 2006: (2) amended, p. 864, § 37, effective July 1.
CO Code § 7-80-812 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 8 - Dissolution|§ 7-80-812. Receivership or Custodianship

  A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the limited liability company. The court shall hold a hearing, after giving notice to all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the limited liability company and all of its property, wherever located.    The court may appoint an individual, a domestic entity, or a foreign entity authorized to transact business or conduct activities in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.    The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:   The receiver:   May dispose of all or any part of the property of the limited liability company wherever located, at a public or private sale, if authorized by the court; and    May sue and defend in the receiver's own name as receiver of the limited liability company in all courts; or       The custodian, with the authority of a manager of a limited liability company, the articles of organization of which provide that it is to be managed by managers, may exercise all of the powers of the limited liability company, through or in place of its managers or members, to the extent necessary to manage the affairs of the limited liability company in the best interests of its members and creditors.       The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the limited liability company and its members and creditors.    The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and such person's counsel from the assets of the limited liability company or proceeds from the sale of the assets.     History. Source: L. 2003: Entire part R&RE, p. 2274, § 192, effective July 1, 2004. L. 2006: (3)(b) amended, p. 864, § 38, effective July 1.
CO Code § 7-80-813 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 8 - Dissolution|§ 7-80-813. Decree of Dissolution

  If, in a judicial proceeding brought to dissolve a limited liability company, after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-80-810 exist, it may enter a decree dissolving the limited liability company and stating the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state for filing pursuant to part 3 of article 90 of this title.    After entering the decree of dissolution, the court shall direct the winding up and liquidation of the limited liability company's business and affairs in accordance with section 7-80-803 and the giving of notice to claimants in accordance with sections 7-90-911 and 7-90-912.    The court's order or decision may be appealed as in other civil proceedings.     History. Source: L. 2003: Entire part R&RE, p. 2275, § 192, effective July 1, 2004. L. 2004: (1) and (2) amended, p. 1465, § 199, effective July 1. L. 2006: (2) amended, p. 864, § 39, effective July 1.
CO Code § 7-80-901 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 9 - Foreign Limited Liability Companies|§ 7-80-901. Foreign Limited Liability Companies

 Part 8 of article 90 of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign limited liability companies.   History. Source: L. 2003: Entire part R&RE, p. 2275, § 193, effective July 1, 2004.
CO Code § 7-80-902 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 9 - Foreign Limited Liability Companies|§ 7-80-902. Registered Agent - Service of Process

 Part 7 of article 90 of this title, providing for registered agents and service of process, applies to foreign limited liability companies.   History. Source: L. 2003: Entire part R&RE, p. 2275, § 193, effective July 1, 2004.
CO Code § 7-80-1101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 80 - Limited Liability Companies|Part 11 - Applicability of Article|§ 7-80-1101. Application to Limited Liability Companies Formed Prior to July 1, 1994

  A limited liability company formed under this article prior to July 1, 1994, shall be governed by the provisions of this article.    (Deleted by amendment,L. 2004, p. 1465, § 200, effective July 1, 2004.)     History. Source: L. 94: Entire part added, p. 725, § 34, effective July 1. L. 2004: Entire section amended, p. 1465, § 200, effective July 1.
CO Code § 7-90-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 1 - Definitions and Application - Special Rules|§ 7-90-101. Short Title

 This article shall be known and may be cited as the “Colorado Corporations and Associations Act”.   History. Source: L. 97: Entire article added, p. 1506, § 21, effective June 3.
CO Code § 7-90-102.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 1 - Definitions and Application - Special Rules|§ 7-90-102.5. Relationship Between Constituent Documents and Organic Statutes

 For purposes of this article, the constituent documents of an entity shall govern to the extent not inconsistent with any provision of the organic statutes that may not be waived by the constituent documents of the entity.   History. Source: L. 2000: Entire section added, p. 966, § 45, effective July 1. L. 2004: Entire section amended, p. 1470, § 202, effective July 1.
CO Code § 7-90-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 1 - Definitions and Application - Special Rules|§ 7-90-103. Reservation of Power to Amend or Repeal

 The general assembly has the power to amend or repeal all or part of this article at any time, and all entities subject to said article shall be governed by the amendment or repeal.   History. Source: L. 97: Entire article added, p. 1510, § 21, effective June 3.
CO Code § 7-90-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 1 - Definitions and Application - Special Rules|§ 7-90-104. Nonapplication of Uniform Commercial Code to Owner's Interest

 Subsections (d) to (f) of section 4-9-406 and section 4-9-408 , C.R.S., do not apply to the assignment or the transfer of, or the creation of a security interest in, an owner's interest.   History. Source: L. 2006: Entire section added, p. 866, § 41, effective July 1; entire section amended, p. 1521, § 89, effective July 1. L. 2016: Entire section amended, (HB 16-1270), ch. 119, p. 340, § 3, effective August 10.
CO Code § 7-90-106 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 1 - Definitions and Application - Special Rules|§ 7-90-106. Relation to Electronic Signatures in Global and National Commerce Act

 This article 90 modifies, limits, or supersedes the federal “Electronic Signatures in Global and National Commerce Act”, 15 U.S.C. sec. 7001 et seq., but does not modify, limit, or supersede section 101 (c) of that act, 15 U.S.C. sec. 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 U.S.C. sec. 7003 (b).   History. Source: L. 2021: Entire section added,(HB 21-1124), ch. 41, p. 160, § 3, effective April 19.    Editor's note:   Section 32 of chapter 41 (HB 21-1124), Session Laws of Colorado 2021, provides that the act adding this section applies to conduct occurring on or after April 19, 2021.
CO Code § 7-90-201 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-201. Conversion of an Entity

  Pursuant to a plan of conversion that complies with section 7-90-201.3 and is approved in accordance with section 7-90-201.4:   A domestic entity of one form may convert into any other form of domestic entity.    A domestic entity may convert into any form of foreign entity recognized in the jurisdiction under the law of which the entity will be considered to have been formed after the conversion.       A foreign entity may convert into a domestic entity if the conversion is not prohibited by the constituent documents or organic statutes of the foreign entity and if the foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the conversion.     History. Source: L. 2000: Entire part R&RE, p. 966, § 46, effective July 1. L. 2002: IP(5) amended, p. 1838, § 88, effective July 1; IP(5) amended, p. 1702, § 86, effective October 1. L. 2003: (1), (2), (3), (4)(a), (4)(c)(II), (5), and (6) amended, p. 2285, § 195, effective July 1, 2004. L. 2004: (2), (3), (4), (5), and (6) amended and (5.5) added, p. 1470, § 203, effective July 1. L. 2005: (1) and (5.5) amended, p. 1206, § 5, effective October 1. L. 2006: (2), (4)(b), (4)(c)(III), (4)(c)(IV), IP(5), (5)(b), and (5.5) amended and (4)(c)(III.3), (4)(c)(III.7), and (5.3) added, pp. 866, 868, §§ 42, 43, effective July 1. L. 2007: Entire section amended, p. 229, § 21, effective May 29. L. 2019: Entire section amended,(SB 19-086), ch. 166, p. 1911, § 2, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-90-201 as it existed prior to 2000.