(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.