§ 38-30-144 — Conveyance by corporation

Colorado § 38-30-144

• Jurisdiction: Colorado
• Title 38: Property -
• Art.: Titles and Interests

Text

(1) A private corporation,
authorized by law to convey, mortgage, or lease any of its real estate, may convey,
mortgage, or lease the same in the manner authorized by articles 30 to 44 of this
title or by instrument under its common seal, subscribed by its president, vice-president, or other head officer.

(2) Any corporate instrument affecting title to real property, executed by the
president, vice-president, or other head officer of the corporation, in the form
required or permitted by law, shall be deemed to have been executed with proper
authority in the usual course of business, and shall be binding and conclusive upon
the corporation as to any bona fide purchaser, encumbrancer, or other person
relying on such instrument.

(3) There shall be filed or recorded in the office of the county clerk and
recorder of each county where a corporation owns real property:

(a) A certificate of incorporation of a domestic corporation or a certified copy
thereof; if the articles of incorporation limit the duration of the corporate life to less
than perpetuity, or limit or impose conditions upon the exercise of the statutory
powers of the corporation with respect to real property, then a certified copy of said
articles;

(b) Where an amendment to the articles of incorporation changes the name
or the period of duration of a domestic corporation, or limits or imposes conditions
upon the exercise of the statutory powers of the corporation with respect to real
property, the certificate of amendment or a certified copy thereof, and, if the
certificate of amendment does not set forth such amendment, a certified copy of
the articles of amendment;

(c) A certified copy of restated articles of incorporation of a domestic
corporation;

(d) A certificate of merger of a domestic corporation or a certified copy
thereof;

(e) A certificate of consolidation of a domestic corporation or a certified copy
thereof;

(f) A certificate of dissolution of a domestic corporation or a certified copy
thereof;

(g) A certified copy of a decree of involuntary dissolution of a domestic
corporation;

(h) A certificate of authority of a foreign corporation or a certified copy
thereof; if the articles of incorporation limit the duration of the corporate life to less
than perpetuity or if they limit or impose conditions upon the exercise of any
corporate power described in section 7-103-102, C.R.S., with respect to real
property, then a certified copy of the articles of incorporation and amendments
thereto;

(i) Where an amendment to the articles of incorporation changes the name or
the period of duration of a foreign corporation or limits or imposes conditions upon
the exercise of any corporate power described in section 7-103-102, C.R.S., with
respect to real property, a certified copy of such amendment;

(j) Where a foreign corporation procures an amended certificate of authority
evidencing a change in its corporate name, such amended certificate of authority or
a certified copy thereof;

(k) A certificate of withdrawal from this state of a foreign corporation or a
certified copy thereof.

(4) The failure to file any of the documents set forth in subsection (3) of this
section in the office of any county clerk and recorder in this state shall not affect or
impair the validity of such document; but any corporation which is required by
subsection (3) of this section to file or record documents in addition to the
certificate of incorporation or the certificate of authority but which has not filed or
recorded such documents at the time any person acquires any interest in or lien
upon real property from said corporation shall, as against such person and those
claiming under him, be conclusively deemed to be an existing corporation qualified
to exercise the powers described in section 7-103-102, C.R.S.

Legislative History

Source: R.S. p. 113, � 24. G.L. � 182. G.S. � 222. R.S. 08: � 700. C.L. � 4910. CSA: C. 40, � 39. CRS 53: � 118-1-45. L. 57: p. 610, � 1. L. 59: p. 636, � 1. L. 63: p. 253, � 31. C.R.S. 1963: � 118-1-44. L. 93: (3)(h), (3)(i), and (4) amended, p. 864, � 39, effective July 1, 1994.