§ 7-90-304.5 — Restated constituent filed document

Colorado § 7-90-304.5

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

Text

(1) Unless the organic
statutes expressly provide otherwise:

(a) A domestic entity may restate its constituent filed document at any time
by action of its owners or of any other person authorized by the organic statutes to
deliver, on behalf of the entity, articles of restatement to the secretary of state, for
filing pursuant to this part 3, effecting such restatement.

(b) Articles of restatement of a constituent filed document may include one
or more amendments to the constituent filed document if each amendment to the
constituent filed document has been approved in the manner provided in the
organic statutes. Such an amendment may:

(I) Delete the statement of the names and addresses of the incorporators or
other persons forming the entity;

(II) Delete the statement of the names and addresses of the initial managers
of the entity;

(III) Delete the statement of the names and addresses of any or all of the
individuals named in the constituent filed document, pursuant to section 7-90-301
(6), as being individuals who caused the constituent filed document to be delivered
for filing;

(IV) Delete the statement of the principal office address of the entity; and

(V) If a statement of change changing the registered agent name and
registered agent address of the registered agent of the entity is on file in the
records of the secretary of state, delete the statement of the registered agent
name and registered agent address of the initial registered agent of the entity.

(c) An entity restating its constituent filed document shall deliver to the
secretary of state, for filing pursuant to this part 3, articles of restatement stating:

(I) The entity name of the entity; and

(II) The text of the restated constituent filed document.

(III) (Deleted by amendment, L. 2004, p. 1479, � 213, effective July 1, 2004.)

(d) Upon filing of articles of restatement of a constituent filed document by
the secretary of state or at any delayed effective date provided in the articles of
restatement, determined pursuant to section 7-90-304, the constituent filed
document as restated by the articles of restatement supersedes the original
constituent filed document and all prior amendments to the original constituent
filed document.

Legislative History

Source: L. 98: Entire section added, p. 620, � 19, effective July 1. L. 2003: IP(1), (1)(a), (1)(b), IP(1)(c), and (1)(c)(I) amended, p. 2291, � 201, effective July 1, 2004. L. 2004: IP(1), (1)(a), IP(1)(b), (1)(b)(V), IP(1)(c), (1)(c)(I), and (1)(c)(III) amended, p. 1479, � 213, effective July 1. L. 2006: (1)(a), IP(1)(b), IP(1)(c), and (1)(d) amended, p. 871, � 50, effective July 1.