§ 7-90-102 — Definitions

Colorado § 7-90-102

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Colorado Corporations and Associations Act

Text

As used in this title 7, except as otherwise defined for
the purpose of any section, subpart, part, or article of this title 7, or unless the
context otherwise requires:

(1) Address means a mailing address, a street address, or an address for
delivery of an electronic transmission.

(1.3) (Deleted by amendment, L. 2010, (HB 10-1403), ch. 404, p. 1995, � 12,
effective August 11, 2010.)

(1.5) Articles of association means, with respect to a domestic limited
partnership association, the articles of association as defined in the Colorado
Limited Partnership Association Act, article 63 of this title. With respect to a
foreign limited partnership association or partnership association, articles of
association means the corresponding document filed with the jurisdiction under
the law of which the limited partnership association is formed.

(2) Articles of incorporation means, with respect to:

(a) A domestic cooperative that is not a domestic limited cooperative
association, a domestic corporation, or other domestic entity that is formed under
or subject to the Colorado Business Corporation Act, articles 101 to 117 of this
title, articles of incorporation as that term is used in the Colorado Business
Corporation Act;

(b) A corporation formed under or subject to article 40 of this title, a
certificate of incorporation as that term is used in article 40 of this title;

(c) A domestic cooperative, a domestic nonprofit corporation, or other
domestic entity that is formed under or subject to the Colorado Revised Nonprofit
Corporation Act, articles 121 to 137 of this title, articles of incorporation as that
term is used in the Colorado Revised Nonprofit Corporation Act; and

(d) A foreign corporation or foreign nonprofit corporation, the corresponding
document filed with the jurisdiction, under the law of which the corporation or
nonprofit corporation is formed.

(3) Articles of organization means, with respect to:

(a) A domestic limited liability company, the articles of organization as
defined in the Colorado Limited Liability Company Act, article 80 of this title;

(b) A foreign limited liability company, the corresponding document filed
with the filing officer of the jurisdiction under the law of which the foreign limited
liability company is formed; and

(c) A domestic limited cooperative association, the articles of organization as
defined in the Colorado Uniform Limited Cooperative Association Act, article 58
of this title.

(3.3) Assumed entity name means an entity name assumed by a foreign
entity pursuant to the provisions of section 7-90-603.

(3.5) Repealed.

(3.7) (Deleted by amendment, L. 2002, p. 1837, � 87, effective July 1, 2002; p.
1702, � 85, effective October 1, 2002.)

(3.8) [ Editor's note: Subsection (3.8) is effective ninety days following
certification by the secretary of state. (See the editor's note following this
section.) ] Commercial registered agent means a registered agent who has filed
the appropriate documentation with the secretary of state to become listed as a
commercial registered agent pursuant to section 7-90-707.

(3.9) (Deleted by amendment, L. 2004, p. 1465, � 201, effective July 1, 2004.)

(4) Constituent document means a constituent filed document or a
constituent operating document.

(5) Constituent entity means, with respect to a merger, each merging
entity and the surviving entity; with respect to a conversion, the converting entity
and the resulting entity; and, with respect to a share or equity capital exchange,
each entity whose owner's interests will be acquired and each entity acquiring
those interests.

(6) Constituent filed document means the articles of incorporation, articles
of organization, certificate of limited partnership, articles of association, statement
of registration, or other document of similar import filed or recorded by or for an
entity in the jurisdiction under the law of which the entity is formed, by which it is
formed, or by which the entity obtains its status as an entity or the entity or any or
all of its owners obtain the attribute of limited liability. Where a constituent filed
document has been amended or restated, constituent filed document means the
constituent filed document as last amended or restated.

(7) Constituent operating document means articles of incorporation,
operating agreement, or partnership agreement, and bylaws of a corporation,
nonprofit corporation, cooperative, or limited partnership association.

(8) Converting entity means the entity that converts into a resulting entity
pursuant to section 7-90-201.

(9) Cooperative means a domestic cooperative or a foreign cooperative.

(9.5) Repealed.

(10) Corporation means a domestic corporation or a foreign corporation.

(10.3) Delinquent entity means an entity that has been declared delinquent
pursuant to section 7-90-902 and that has not cured its delinquency.

(10.5) (a) Except as specified in subsection (10.5)(b) of this section, deliver
or delivery includes:

(I) Mail;

(II) Hand delivery by courier or otherwise; and

(III) Electronic transmission. Unless otherwise agreed between the sender
and recipient, an electronic transmission shall be deemed delivered to a person for
purposes of this title 7 and for the purposes of the constituent documents of any
entity when the electronic transmission enters an information processing system
that the person has designated for the purpose of receiving electronic
transmissions of the type delivered if the electronic transmission is in a form
capable of being processed by that system and the person is able to retrieve the
electronic transmission. Whether a person has so designated an information
processing system is determined by the constituent documents or from the context
and surrounding circumstances, including the parties' conduct. An electronic
transmission is delivered under this subsection (10.5)(a)(III) even if no person is
aware of its receipt. Receipt of an electronic acknowledgment from an information
processing system establishes that an electronic transmission was received but
does not, by itself, establish that the content sent corresponds to the content
received.

(b) Delivery to the secretary of state means actual receipt by the secretary
of state. Delivery to any person by the secretary of state includes delivery or mail to
the registered agent address of the person's registered agent, or to the principal
office address of the person, unless otherwise specified in section 7-90-902 or by
an organic statute other than this article 90. Delivery by the secretary of state to a
person that has neither a principal office address nor a registered agent address
includes delivery to the address that the person may have provided to the secretary
of state for that purpose unless otherwise specified by an organic statute other
than this article 90.

(10.7) Document means:

(a) Any tangible medium on which information is inscribed and includes
handwritten, typed, printed, or similar instruments and copies of such instruments;
and

(b) An electronic record.

(11) Domestic cooperative means an entity formed under article 55 of this
title; an entity formed under the Colorado Cooperative Act, article 56 of this title;
an entity formed under the Colorado Uniform Limited Cooperative Association
Act, article 58 of this title; or an entity formed under any other act of the state of
Colorado that has elected to be subject to the Colorado Cooperative Act.

(11.5) (Deleted by amendment, L. 2003, p. 2276, � 194, effective July 1, 2004.)

(12) Domestic corporation means a corporation formed under or subject to
the Colorado Business Corporation Act, articles 101 to 117 of this title.

(13) Domestic entity means a domestic corporation, a domestic general
partnership, a domestic cooperative, a domestic limited liability company, a
domestic limited partnership, a domestic limited partnership association, a
domestic nonprofit association, a domestic nonprofit corporation, or any other
organization or association that is formed under a statute or common law of this
state or as to which the law of this state governs relations among the owners and
between the owners and the organization or association and that is recognized
under the law of this state as a separate legal entity.

(13.5) Domestic entity name means the name of a domestic entity as stated
in the entity's constituent filed document or as changed pursuant to section 7-90-601.5 or 7-90-601.6.

(14) Domestic general partnership means a partnership as defined in the
Uniform Partnership Law, article 60 of this title, or as defined in the Colorado
Uniform Partnership Act (1997), article 64 of this title if, in either case, the law of
this state governs relations among the partners and between the partners and the
partnership. The term includes a limited liability partnership as defined in the
Uniform Partnership Law, article 60 of this title, or as defined in the Colorado
Uniform Partnership Act (1997), article 64 of this title.

(14.5) Domestic limited cooperative association means a limited
cooperative association formed under or subject to the Colorado Uniform Limited
Cooperative Association Act, article 58 of this title.

(15) Domestic limited liability company means a limited liability company
formed under the Colorado Limited Liability Company Act, article 80 of this title.

(15.3) Domestic limited liability limited partnership means a domestic
limited partnership that is registered as a limited liability limited partnership under
section 7-60-144 or 7-64-1002.

(15.5) Domestic limited liability partnership means a domestic general
partnership that is a limited liability partnership as defined in the Uniform
Partnership Law, article 60 of this title, or as defined in the Colorado Uniform
Partnership Act (1997), article 64 of this title.

(16) Domestic limited partnership means a limited partnership as defined in
the Uniform Limited Partnership Law of 1931, article 61 of this title, or as defined
in the Colorado Uniform Limited Partnership Act of 1981, article 62 of this title.
The term includes a limited partnership that is a limited liability limited partnership.

(17) Domestic limited partnership association means a limited partnership
association formed under the Colorado Limited Partnership Association Act,
article 63 of this title.

(18) Domestic nonprofit association means a nonprofit association as
defined in the Uniform Unincorporated Nonprofit Association Act, article 30 of
this title.

(19) Domestic nonprofit corporation means a corporation formed under or
subject to article 40 of this title or the Colorado Revised Nonprofit Corporation
Act, articles 121 to 137 of this title.

(19.3) (Deleted by amendment, L. 2004, p. 1465, � 201, effective July 1, 2004.)

(19.5) Effective date, when referring to a document filed by the secretary
of state, means the time and date determined in accordance with section 7-90-304.

(19.6) Effective date of dissolution of an entity means, with respect to any
domestic entity other than a general partnership that was a reporting entity before
dissolution, the earlier of the effective date of the entity's articles of dissolution or
statement of dissolution or the date as shown by the records of the secretary of
state on which the entity was administratively or judicially dissolved.

(19.7) (a) Electronic mail or email means an electronic transmission
directed to a unique electronic-mail address.

(b) As used in this subsection (19.7):

(I) Electronic-mail address means a destination, commonly expressed as a
string of characters consisting of a unique username or mailbox, commonly
referred to as the local part of the address, together with a second string of
characters commonly referred to as the domain name. The local part of the
address and the domain name are usually, but not necessarily, separated by an @
symbol.

(II) Electronic mail shall be deemed to include any files attached to the
electronic mail and any information hyperlinked to a website if the electronic mail
includes the contact information of an officer or agent of the entity that is available
to assist with accessing the files and information.

(19.8) Electronic record means information that is stored in an electronic or
other nontangible medium and is retrievable in paper form through an automated
process used in conventional commercial practice, unless otherwise authorized in
accordance with section 7-90-105.

(19.9) Electronic transmission or electronically transmitted means any
form or process of communication not directly involving the physical transfer of
paper or another tangible medium that:

(a) Is suitable for the retention, retrieval, and reproduction of information by
the recipient; and

(b) Is retrievable in paper form by the recipient through an automated
process used in conventional commercial practice, unless otherwise authorized in
accordance with section 7-90-105.

(20) Entity means a domestic entity or a foreign entity.

(20.5) Entity name means a domestic entity name or a foreign entity name.

(20.6) Fee means a fee determined and collected by the secretary of state
as provided in section 24-21-104, C.R.S., and includes a fee imposed as a penalty for
a late filing or otherwise.

(20.7) Filed document means any document filed by the secretary of state
pursuant to this title, whether or not effective.

(21) Foreign cooperative means an entity formed under the law of a
jurisdiction other than this state that is functionally equivalent to a domestic
cooperative.

(21.5) (Deleted by amendment, L. 2003, p. 2276, � 194, effective July 1, 2004.)

(22) Foreign corporation means an entity formed under the law of a
jurisdiction other than this state that is functionally equivalent to a domestic
corporation.

(23) Foreign entity means a foreign corporation, a foreign cooperative, a
foreign general partnership, a foreign limited liability partnership, a foreign limited
liability company, a foreign limited partnership, a foreign limited liability limited
partnership, a foreign limited partnership association, a foreign nonprofit
association, a foreign nonprofit corporation, or any other organization or association
that is formed under a statute or common law of a jurisdiction other than this state
or as to which the law of a jurisdiction other than this state governs relations among
the owners and between the owners and the organization or association and is
recognized under the law of such jurisdiction as a separate legal entity.

(23.3) Foreign entity name means:

(a) The name of a foreign entity under which it is authorized to transact
business or conduct activities in this state, whether such name is its true name or an
assumed entity name, as such name may be changed pursuant to section 7-90-601.6; or

(b) As to a foreign entity that is not authorized to transact business or
conduct activities in this state but that has registered its true name pursuant to
section 7-90-604, that true name.

(23.5) Foreign general partnership means an entity formed under the law
of a jurisdiction other than this state that is functionally equivalent to a domestic
general partnership.

(23.7) Foreign limited cooperative association means an entity formed
under the law of a jurisdiction other than this state that is functionally equivalent to
a domestic limited cooperative association.

(24) Foreign limited liability company means an entity formed under the
law of a jurisdiction other than this state that is functionally equivalent to a
domestic limited liability company.

(24.3) Foreign limited liability limited partnership means an entity that is
functionally equivalent to a domestic limited liability limited partnership and is
formed under the law of a jurisdiction other than this state or as to which the law of
a jurisdiction other than this state governs relations among the owners and
between the owners and the entity and is recognized under the law of this state as
a separate legal entity.

(24.5) Foreign limited liability partnership means an entity that is
functionally equivalent to a domestic limited liability partnership and is formed
under the law of a jurisdiction other than this state or as to which the law of a
jurisdiction other than this state governs relations among the owners and between
the owners and the entity and is recognized under the law of this state as a
separate legal entity.

(25) Foreign limited partnership means a partnership formed under the law
of a jurisdiction other than this state that is functionally equivalent to a domestic
limited partnership.

(26) Foreign limited partnership association means a limited partnership
association formed under the law of a jurisdiction other than this state that is
functionally equivalent to a domestic limited partnership association.

(27) (Deleted by amendment, L. 2000, p. 959, � 44, effective July 1, 2000.)

(28) Foreign nonprofit association means an entity formed under the law of
a jurisdiction other than this state that is functionally equivalent to a domestic
nonprofit association.

(29) Foreign nonprofit corporation means an entity formed under the law of
a jurisdiction other than this state that is functionally equivalent to a domestic
nonprofit corporation.

(29.3) (Deleted by amendment, L. 2004, p. 1465, � 201, effective July 1, 2004.)

(29.5) Formed includes incorporated, created, and organized, and each of
the terms includes the others as the context may require. With respect to an entity
that was initially formed under the law of one jurisdiction and, by merger,
conversion, consolidation, redomestication, or other action, is treated, after such
action, according to the law of the jurisdiction under which it was initially formed, as
having been formed under the law of a second jurisdiction, the entity shall be
considered to have been formed under the law of the second jurisdiction for
purposes of this title.

(30) General partner means a partner in a general partnership and a
general partner in a limited partnership.

(31) General partnership means a domestic general partnership or a
foreign general partnership.

(31.1) Health-care coverage cooperative shall have the same meaning as
set forth in section 10-16-1002 (2), C.R.S., or a successor statute.

(31.3) Include or its variants, when used in reference to any definition or
list, indicates that the definition or list is partial and not exclusive.

(31.5) Individual means a natural person.

(31.7) Jurisdiction includes the United States, a state of the United States,
a foreign country or other foreign governmental authority, and any agency,
instrumentality, or subdivision thereof.

(32) Limited liability company means a domestic limited liability company
or a foreign limited liability company.

(32.5) Limited liability limited partnership means a domestic limited
liability limited partnership or a foreign limited liability limited partnership.

(32.7) Limited liability partnership means a domestic limited liability
partnership or a foreign limited liability partnership.

(33) Limited partner means a limited partner in a limited partnership.

(34) Limited partnership means a domestic limited partnership or a foreign
limited partnership.

(35) Limited partnership association means a domestic limited partnership
association or a foreign limited partnership association.

(35.5) Mail means deposit in the United States mail, properly addressed,
first-class postage prepaid, and includes registered, certified, express, or priority
mail for which the proper fee has been paid.

(35.6) Mailing address means, with respect to any person, a physical
location to which mail for such person may be delivered, which physical location
shall be described by its street name and number or post office box number, city,
state, and (if not the United States) country, and the postal code, if any, for delivery
of mail to the location. If the person has no post office box and, by reason of rural
location or otherwise, a street name and number, city, or town does not exist,
mailing address shall mean an appropriate description fixing as nearly as possible
the actual physical location to which mail for that person is delivered, but, for all
locations in the United States, the county or parish and, if any, the rural free
delivery route and the United States postal code shall be included.

(35.7) Manager means:

(a) A member of a limited liability company in which management is not
vested in managers rather than members;

(b) A manager of a limited liability company in which management is vested
in managers rather than members;

(c) A member of a limited partnership association in which management is
not vested in managers rather than members;

(d) A manager of a limited partnership association in which management is
vested in managers rather than members;

(e) A general partner;

(f) An officer or director of a corporation, a nonprofit corporation, a
cooperative, or a limited partnership association; or

(g) Any person whose position with respect to an entity, as determined under
the constituent documents and organic statutes of the entity, without regard to the
person's title, is the functional equivalent of any of the positions described in
paragraphs (a) to (f) of this subsection (35.7).

(35.9) Means denotes an exhaustive definition or list.

(36) Member means:

(a) A member of a cooperative;

(a.5) A member of a limited cooperative association as defined in section 7-58-102;

(b) A member of a nonprofit association;

(c) A member of a limited liability company;

(d) In the case of a nonprofit corporation with one or more classes of voting
members, a voting member of a nonprofit corporation; or

(e) In the case of a nonprofit corporation with no voting members, a director
of a nonprofit corporation.

(36.5) Member-specific data means any document, list, record, or
compilation of one or more categories of personal identifying information, as
defined in section 18-5-901 (13), that identifies, in whole or in part, directly or
indirectly, a person as a member, volunteer, or donor to any nonprofit entity.

(37) Merging entity means any entity that merges into a surviving entity
pursuant to section 7-90-203 or pursuant to the organic statutes other than this
article.

(38) Nonprofit association means a domestic nonprofit association or a
foreign nonprofit association.

(39) Nonprofit corporation means a domestic nonprofit corporation or a
foreign nonprofit corporation.

(40) Nonprofit entity means a nonprofit corporation or a nonprofit
association.

(40.5) Obligation means any debt, obligation, duty, or liability whether
sounding in tort, contract, or otherwise.

(40.7) On file in the records of the secretary of state, on file in the office
of the secretary of state, and on file with the secretary of state, with reference to
a document, means that the document has been filed by the secretary of state and
has become effective pursuant to section 7-90-304 or otherwise pursuant to law
and that, subsequent to the commencement of the document's effectiveness, no
action has been taken, or omission has occurred, that has caused the document to
become ineffective or to be superseded in effect.

(41) Operating agreement means the operating agreement of a domestic
limited liability company or the functionally equivalent document of a foreign
limited liability company.

(42) Organic statutes means, with respect to any entity:

(a) This article;

(b) The statute, whether of this state or of another jurisdiction, under which
the entity is formed; and

(c) All other statutes of this state or such other jurisdiction that govern the
organization and internal affairs of the entity.

(43) Owner means a shareholder of a corporation, a member, a partner, or a
person having an interest in any other entity that is functionally equivalent to an
owner's interest.

(44) Owner's interest means the shares of stock in a corporation, a
membership in a nonprofit corporation, a membership interest in a limited liability
company, the interest of a member in a cooperative or in a limited cooperative
association, a partnership interest in a limited partnership, a partnership interest in
a partnership, and the interest of a member in a limited partnership association.

(45) Partner means a general partner and a limited partner.

(46) Partnership means a domestic general partnership, a foreign general
partnership, a domestic limited partnership, or a foreign limited partnership.

(47) Partnership agreement means the partnership agreement of a
domestic general partnership or a domestic limited partnership, or the functional
equivalent for a foreign general partnership or a foreign limited partnership.

(47.1) (Deleted by amendment, L. 2000, p. 959, � 44, effective July 1, 2000.)

(48) (Deleted by amendment, L. 2003, p. 2276, � 194, effective July 1, 2004.)

(48.5) Periodic report means the report required by section 7-90-501.

(49) Person means an individual, an estate, a trust, an entity, or a state or
other jurisdiction.

(50) Primary constituent documents means articles of incorporation with
respect to a corporation and constituent documents with respect to other entities.

(50.5) (a) Principal address means principal office address or, for a person
that has no principal office address, the street address of the person's usual place
of business in this state if it has one, the street address of the person's residence in
this state if it has one but has no principal place of business in this state, the street
address of the person's usual place of business outside this state if it has one but
has no usual place of business or residence in this state, or the street address of
the person's residence outside this state if it has one but has no principal place of
business anywhere and no residence in this state.

(b) In each case enumerated in paragraph (a) of this subsection (50.5), for a
person that has no principal office address, principal address means the mailing
address of the person if it is different from the address determined pursuant to
paragraph (a) of this subsection (50.5).

(51) Principal office means the office of an entity located at the principal
office address of the entity.

(51.5) Principal office address means the street address and, if different,
the mailing address inside or outside this state, that has been stated by or for an
entity to be the principal office address of the entity in the first filed document, in
which document the entity or another person has been required, by a provision of
this title or by a form or cover sheet the use of which is required by the secretary of
state, to state the entity's principal office address; or, if the entity's principal office
address has been changed pursuant to section 7-90-705, the principal office
address of the entity as last so changed.

(52) Proceeding includes a civil suit, arbitration, or mediation and a
criminal, administrative, or investigatory action.

(53) Provider network means an entity created pursuant to part 3 of article
18 of title 6, C.R.S., or any functionally equivalent entity formed under any
subsequently enacted statute of this state.

(53.5) Public agency means any state or local governmental unit,
including:

(a) The state;

(b) Any department, agency, office, commission, board, division, or other
agency of the state;

(c) Any institution, as defined in section 24-72-202 (1.5); and

(d) Any political subdivision, as defined in section 24-72-202 (5).

(54) Receive, when used in reference to receipt of a writing or other
document by an entity, means that the entity actually obtains the writing or other
document.

(55) [ Editor's note: This version of subsection (55) is effective until ninety
days following certification by the secretary of state. (See the editor's note
following this section.) ] Registered agent means the registered agent required to
be maintained by an entity pursuant to part 7 of this article or appointed pursuant
to article 70 of this title.

(55) [ Editor's note: This version of subsection (55) is effective ninety days
following certification by the secretary of state. (See the editor's note following
this section.) ] Registered agent means the registered agent required to be
maintained by an entity pursuant to part 7 of this article or appointed pursuant to
article 70 of this title. Registered agent includes a commercial registered agent.

(56) (a) Registered agent address means the street address and, if
different, the mailing address of the registered agent's primary residence in this
state or usual place of business in this state if the registered agent is an individual,
or of the registered agent's usual place of business in this state if the registered
agent is an entity.

(b) As used in this subsection (56), usual place of business means a place
in this state that is customarily open during normal business hours and where an
individual who is authorized to perform the services of a registered agent, including
accepting service of process and other notifications, is commonly present. Usual
place of business does not include a United States or commercial post office box.

(56.5) Registered agent name means, with respect to a registered agent
who is an individual or a domestic entity, the true name of the registered agent and,
with respect to a registered agent that is a foreign entity, the foreign entity name of
the foreign entity.

(57) (Deleted by amendment, L. 2004, p. 1465, � 201, effective July 1, 2004.)

(58) Reporting entity means any domestic entity as to which a constituent
filed document is on file in the records of the secretary of state other than a
domestic limited partnership that is not a reporting limited partnership and any
foreign entity authorized to transact business or conduct activities in this state. An
entity ceases to be a reporting entity upon the dissolution of the entity, the entity
becoming delinquent, the relinquishment of the entity's authority to transact
business or conduct activities in this state, or, if the entity is a limited liability
partnership or a limited liability limited partnership that is not a reporting limited
partnership, its withdrawal of its statement of registration. A dissolved entity that
was a reporting entity before its dissolution again becomes a reporting entity upon
its reinstatement under part 10 of this article, and a delinquent entity again
becomes a reporting entity upon the curing of its delinquency pursuant to section
7-90-904.

(58.5) Reporting limited partnership means:

(a) A domestic limited partnership formed after July 26, 2009;

(b) A domestic limited partnership formed under article 61 of this title that
elects after July 26, 2009, to be governed by article 62 of this title;

(c) A domestic limited partnership formed under or governed by article 62 of
this title for which, after July 26, 2009, a statement of registration is delivered to
the secretary of state, for filing pursuant to part 3 of this article, and which is
subsequently on file in the records of the secretary of state; or

(d) Any other domestic limited partnership formed under or governed by
article 62 of this title as to which a statement of election to be a reporting entity is
on file in the records of the secretary of state after July 26, 2009.

(59) Resulting entity means the entity that results from the conversion of
an entity pursuant to section 7-90-201.

(60) (Deleted by amendment, L. 2003, p. 2276, � 194, effective July 1, 2004.)

(60.5) Sign or signature means, with present intent, to authenticate or
adopt a record by:

(a) Executing or adopting a tangible symbol; or

(b) Attaching to or logically associating with the record an electronic symbol,
sound, or process.

(61) State, when referring to a part of the United States, includes the
following:

(a) A state;

(b) A commonwealth;

(c) The District of Columbia;

(d) All agencies, instrumentalities, and subdivisions of a state, a
commonwealth, or the District of Columbia; or

(e) Any territory or insular possessions of the United States together with all
agencies and governmental subdivisions thereof.

(61.1) Statement of change means a statement of change as described in
section 7-90-305.5.

(61.3) Statement of conversion means a statement of conversion as
described in section 7-90-201.7.

(61.4) Statement of correction means a statement of correction as
described in section 7-90-305.

(61.5) Statement of election to be a reporting entity means a statement of
election to be a reporting entity as described in section 7-90-501 (7.5).

(61.6) Statement of merger means a statement of merger as described in
section 7-90-203.7.

(61.7) Statement of registration means, with respect to a domestic limited
liability partnership or a domestic limited liability limited partnership, the statement
of registration as described in section 7-60-144 or section 7-64-1002. With respect
to a foreign limited liability partnership or a foreign limited liability limited
partnership, statement of registration means the corresponding document filed
with the filing officer of the jurisdiction under the law of which the foreign limited
liability partnership or the foreign limited liability limited partnership is formed.

(62) Street address means, with respect to a physical location, the street
name and number, city, state, and (if not the United States) country, and the postal
code, if any, that is required for delivery of mail to the location. If, by reason of rural
location or otherwise, a street name and number, city, or town does not exist,
street address shall mean an appropriate description fixing as nearly as possible
the actual physical location, but, for all locations in the United States, the county or
parish and, if any, the rural free delivery route and the United States postal code
shall be included. With respect to the street address of a registered agent's usual
place of business, as defined in subsection (56)(b) of this section, street address
does not include a United States or commercial post office box.

(63) Surviving entity means the entity into which a merging entity or
entities have merged pursuant to section 7-90-203 or pursuant to the organic
statutes other than this article.

(63.3) Trade name means a name of a person other than the true name of
the person, or, in the case of a general partnership that is not a limited liability
partnership, other than the true name of each general partner of the general
partnership, under which the person may transact business or conduct activities
pursuant to the provisions of article 71 of this title.

(63.7) True name means, with respect to an individual, the first name and
surname of the individual; with respect to a domestic entity, the domestic entity
name, if any, of the domestic entity, or, if the domestic entity does not have a
domestic entity name, the name under which the domestic entity most commonly
transacts business or conducts activities in this state; and, with respect to a foreign
entity, the functional equivalent of such a name.

(64) United States includes any district, authority, office, bureau,
commission, department, and any other agency of the United States of America.

(65) Unit owners' association means an entity created pursuant to part 3 of
article 33.3 of title 38, C.R.S., or any functionally equivalent entity formed under
any subsequently enacted statute of this state.

(66) Writing or written means information in the form of a document.

Legislative History

Source: L. 97: Entire article added, p. 1506, � 21, effective June 3. L. 98: (2), (5), (11), (13), (14), (16), (18), (19), (20), (21), (24), (25), (26), (27), (28), (29), (41), (42), and (48) amended and (10.5), (19.5), (24.3), (24.5), (31.3), (31.7), (32.5), (32.7), (35.5), and (47.1) added, p. 613, � 9, effective July 1. L. 2000: (1), (6), (10), (11), (13), (16), (17), (18), (19), (19.5), (22), (23), (24.5), (27), (30), IP(36), (39), (45), (46), (47), (47.1), (48), and (49) amended and (1.5), (3.5), (3.7), (9.5), (11.5), (13.5), (15.3), (15.5), (20.5), (21.5), (23.3), (23.5), (31.1), (31.5), (35.7), (35.9), (40.5), (50), (51), (52), (53), (54), (55), (56), (57), (58), (59), (60), (61), (62), (63), (64), and (65) added, p. 959, � 44, effective July 1. L. 2002: (3.7) and (19.5) amended, p. 1837, � 87, effective July 1; (3.7) and (19.5) amended, p. 1702, � 85, effective October 1. L. 2003: IP, (1), (1.5), (2), (3), (3.5), (5), (6), (7), (8), (9.5), (10), (10.5), (11), (11.5), (12), (13), (13.5), (14), (15), (15.3), (15.5), (16), (17), (18), (19), (21), (21.5), (22), (23), (23.3), (23.5), (24), (24.3), (24.5), (25), (26), (28), (29), (30), (31.1), (31.3), (31.5), (31.7), (35.5), (35.7)(f), IP(36), (39), (42), (43), (45), (46), (47), (48), (49), (51), (54), (55), (56), (58), (59), (60), (61)(d), and (62) amended and (1.3), (3.3), (3.9), (19.3), (20.7), (29.3), (29.5), (35.6), (51.5), (56.5), (61.1), (61.3), (61.7), (63.3), and (63.7) added, pp. 2276, 2355, �� 194, 344, effective July 1, 2004. L. 2004: IP, (2), (3), (3.9), (6), (7), (10.5), (13), (13.5), (14), (15.3), (15.5), (16), (19.3), (23), (23.3)(b), (24.5), (26), (29.3), (31.7), (35.6), (35.7)(g), (36)(d), (36)(e), (42), (49), (57), (58), (63.3), and (63.7) amended and (40.7) added, p. 1465, � 201, effective July 1; (31.1) amended, p. 1010, � 19, effective August 4; (63.3) amended, p. 1544, � 4, effective May 30, 2006. L. 2005: (2), (10.5), (13.5), (15.3), (16), (17), (23.3), (32.5), (32.7), (37), (40.7), (49), and (58) amended, p. 1204, � 4, effective October 1. L. 2006: (8), (10.5), (20.7), (35.6), and (62) amended and (10.3) and (19.7) added, p. 864, � 40, effective July 1. L. 2007: (20.6), (50.5), (58.5), (61.4), (61.5), and (61.6) added and (35.7)(g), (51.5), (55), and (58) amended, p. 227, � 20, effective May 29. L. 2008: (63) amended, p. 19, � 5, effective August 5. L. 2010: (1.3) amended and (48.5) added, (HB 10-1403), ch. 404, p. 1995, � 12, effective August 11. L. 2011: (2), (3), (11), (36), and (44) amended and (14.5) and (23.7) added, (SB 11-191), ch. 197, p. 818, � 2, effective April 2, 2012. L. 2012: (3.8) added and (55) amended, (SB 12-123), ch. 171, p. 611, � 2, effective (see editor's note). L. 2013: (61.3) and (61.4) R&RE, (HB 13-1300), ch. 316, p. 1663, � 8, effective August 7. L. 2015: (60.5) and (66) added, (HB 15-1117), ch. 50, p. 120, � 1, effective August 5. L. 2019: IP amended, (SB 19-086), ch. 166, p. 1911, � 1, effective July 1, 2020; (3.5)(b) and (9.5)(b) added by revision, (SB 19-086), ch. 166, pp. 1911, 1966, �� 1, 72. L. 2021: (1), (10.5), (19.7), (60.5), and (66) amended and (10.7), (19.6), (19.8), and (19.9) added, (HB 21-1124), ch. 41, p. 157, � 2, effective April 19. L. 2024: (36.5) and (53.5) added, (SB 24-129), ch. 272, p. 1774, � 1, effective August 7; (56) and (62) amended, (HB 24-1137), ch. 332, p. 2247, � 1, effective August 7.