2016 Colorado Revised Statutes
Title 7 - Corporations and Associations
Corporations and Associations
Article 90 - Colorado Corporations and Associations Act
Part 8 - Foreign Entities
§ 7-90-801. Authority to transact business or conduct activities required
(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 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.
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