§ 7-90-801 — Authority to transact business or conduct activities required

Colorado § 7-90-801

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

Text

(1)
A foreign entity shall not transact business or conduct activities in this state except
in compliance with this part 8 and not until its statement of foreign entity authority
is filed in the records of the secretary of state. Notwithstanding the foregoing, this
part 8 shall not apply to foreign general partnerships that are not foreign limited
liability partnerships and shall not apply to foreign unincorporated nonprofit
associations. To the extent that a provision of this part 8 is inconsistent with
another statute of this state in its application to a foreign entity, such other statute,
and not such provision of this part 8, shall apply.

(2) A foreign entity shall not be considered to be transacting business or
conducting activities in this state within the meaning of subsection (1) of this
section by reason of carrying on in this state any one or more of the following
activities:

(a) Maintaining, defending, or settling in its own behalf any proceeding or
dispute;

(b) Holding meetings of its owners or managers or carrying on other
activities concerning its internal affairs;

(c) Maintaining bank accounts;

(d) Maintaining offices or agencies for the transfer, exchange, and
registration of its own securities or owner's interests, or maintaining trustees or
depositories with respect to those securities or owner's interests;

(e) Selling through independent contractors;

(f) Soliciting or obtaining orders, whether by mail or electronic transmission,
through employees or agents, or otherwise, if the orders require acceptance
outside this state before they become contracts;

(g) Creating, as borrower or lender, or acquiring, indebtedness;

(h) Creating, as borrower or lender, or acquiring, mortgages or other security
interests in real or personal property;

(i) Securing or collecting debts in its own behalf or enforcing mortgages or
security interests in property securing such debts;

(j) Owning, without more, real or personal property;

(k) Conducting an isolated transaction that is completed within thirty days
and that is not one in the course of repeated transactions of a like nature;

(l) Transacting business or conducting activities in interstate commerce; and

(m) In the case of a foreign nonprofit corporation:

(I) Granting funds; or

(II) Distributing information to its members.

(3) The list of activities in subsection (2) of this section is not exhaustive.

(4) Nothing in this section shall limit or affect the right to subject a foreign
entity that does not, or is not required to, have authority to transact business or
conduct activities in this state to the jurisdiction of the courts of this state or to
serve upon any foreign entity any process, notice, or demand required or permitted
by law to be served upon an entity pursuant to part 7 of this article or sections 13-1-124 and 13-1-125, C.R.S., or any other provision of law or pursuant to the applicable
rules of civil procedure.

(5) A foreign nonprofit entity shall be considered to be transacting business
or conducting activities in this state if it is required to file a registration statement
with the secretary of state pursuant to section 6-16-104, C.R.S.

Legislative History

Source: L. 2003: Entire part added, p. 2305, � 217, effective July 1, 2004. L. 2004: (1) amended, p. 1492, � 236, effective July 1. L. 2007: (5) added, p. 244, � 39, effective May 29. L. 2021: (2)(f) amended, (HB 21-1124), ch. 41, p. 157, � 1, effective April 19.