§ 7-90-402 — Interrogatories by secretary of state

Colorado § 7-90-402

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

Text

(1) The secretary of state
may propound to any domestic entity that has a constituent filed document filed in
the records of the secretary of state, to any foreign entity that is authorized to
transact business or conduct activities in this state, and to any manager thereof,
such interrogatories as may be reasonably necessary and proper to enable the
secretary of state to ascertain whether the entity has complied with all the
provisions of the organic statutes. The interrogatories shall be answered within
thirty days after the mailing thereof or within such additional time as fixed by the
secretary of state, and the answers thereto shall be full and complete and shall be
made in writing. If the interrogatories are directed to an individual, they shall be
answered by the individual, and if directed to an entity, they shall be answered by a
manager of the entity or by any other person authorized to answer the
interrogatories as its agent. The secretary of state need not file any document to
which such interrogatories relate until the interrogatories are answered as provided
in this section, and not then if the answers thereto disclose that the document is not
in conformity with the provisions of the organic statutes. The secretary of state
shall certify to the attorney general, for such action as the attorney general may
deem appropriate, all interrogatories and answers thereto that disclose a violation
of any of the provisions of the organic statutes.

(2) Interrogatories propounded by the secretary of state and the answers
thereto shall not be open to public inspection, nor shall the secretary of state
disclose any facts or information obtained therefrom, except insofar as the official
duty of the secretary of state may require the same to be made public or in the
event such interrogatories or the answers thereto are required for evidence in any
criminal proceedings or in any other action by this state.

(3) Each entity that fails or refuses to answer truthfully and fully, within the
time prescribed by subsection (1) of this section, interrogatories propounded to the
entity by the secretary of state in accordance with the provisions of said subsection
(1) is guilty of a misdemeanor and, upon conviction thereof, shall be punished by a
fine of not more than five thousand dollars.

(4) Each manager of an entity who fails or refuses to answer truthfully and
fully, within the time prescribed by subsection (1) of this section, interrogatories
propounded to the manager by the secretary of state in accordance with the
provisions of said subsection (1) is guilty of a misdemeanor and, upon conviction
thereof, shall be punished by a fine of not more than ten thousand dollars.

(5) The attorney general may enforce this section in an action brought in the
district court for the county in this state in which the street address of the entity's
principal office or the street address of its registered agent is located or, if the
entity has no principal office in this state and no registered agent, in the district
court in and for the city and county of Denver.

Legislative History

Source: L. 2006: Entire section added, p. 872, � 53, effective July 1.