2021 Colorado Code
Title 38 - Property - Real and Personal
Article 30 - Titles and Interests
§ 38-30-144. Conveyance by Corporation

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:
   1. 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;
   2. 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;
   3. A certified copy of restated articles of incorporation of a domestic corporation;
   4. A certificate of merger of a domestic corporation or a certified copy thereof;
   5. A certificate of consolidation of a domestic corporation or a certified copy thereof;
   6. A certificate of dissolution of a domestic corporation or a certified copy thereof;
   7. A certified copy of a decree of involuntary dissolution of a domestic corporation;
   8. 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;
   9. 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;
   10. 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;
   11. 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.

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. 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.

Law reviews. For article, “Curative Statutes of Colorado Respecting Titles to Real Estate”, see 26 Dicta 321 (1949). For article, “Guess Who's Coming to Closing”, see 11 Colo. Law. 689 (1982). For article, “Signatures on Documents Affecting Title to Colorado Real Property -- Part III”, see 12 Colo. Law. 447 (1983). For article, “Trade Name Registration Requirements and Customs in Colorado -- Parts I and II”, see 16 Colo. Law. 238 and 454 (1987). For article, “Entity and Trade Name Filing Requirements and Customs in Colorado--Part I”, see 41 Colo. Law. 57 (Nov. 2012). For article, “Entity and Trade Name Filing Requirements and Customs in Colorado--Part II”, see 41 Colo. Law. 25 (Dec. 2012).

This section does not prohibit any other mode of transfer, nor was it so intended, and it is entirely competent for a corporation to transfer its property through such agency as it may designate. Bliss v. Harris, 38 Colo. 72 , 87 P. 1076 (1906).

This section does not require, by express language or by implication, evidence of shareholder approval to convey real estate. It only requires that the corporation be authorized by law to convey real estate and a corporation possesses this general legal authority unless otherwise provided in the articles of incorporation. Svanidze v. Kirkendall, 169 P.3d 262 (Colo. App. 2007).

This section does not require proof of actual reliance in all cases. The phrase “relying on such instrument” modifies only the last item in the series “bona fide purchaser, encumbrancer, or other person”. The phrase reflects that the three items are alike in that they all rely on the instrument and that bona fide purchasers and encumbrancers rely on the instrument by definition. Svanidze v. Kirkendall, 169 P.3d 262 (Colo. App. 2007).

Applied in Kuehn v. Kuehn, 642 P.2d 524 (Colo. 1981).