2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 6 - ENTITY NAMES (§§ 7-90-601 — 7-90-604) › 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)
(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.
Amended by 2019 Ch. 166, § 21, eff. 7/1/2020.
L. 2000: Entire part added, p. 975, § 47, effective July 1. L. 2002: IP(2) and (3) to (5) amended, p. 1844, § 102, effective July 1; IP(2) and (3) to (5) amended, p. 1709, § 100, effective October 1. L. 2003: Entire section amended, p. 2301, § 216, effective 7/1/2004. L. 2004: Entire section amended, p. 1487, § 230, effective July 1; (4)(b)(II), (4)(d)(II), and (4)(e) amended, p. 1545, § 7, effective 5/30/2006. L. 2006: (2)(b), (2)(e), and (3)(b) amended, p. 875, § 60, effective July 1. L. 2007: (3.5) and (4.5) added and IP(4)(d) and (4)(e) amended, p. 243, §§ 35, 36, effective May 29. L. 2009: IP(3), (3)(b), and (3)(c) amended and (3)(d) added, (HB 09-1248), ch. 1133, p. 1133, § 15, effective December 1. L. 2019: (2) and (3) amended, (SB 19-086), ch. 1921, p. 1921, § 21, effective 7/1/2020.
Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.