2021 Colorado Code
Title 7 - Corporations and Associations
Article 116 - Records, Information, and Reports
§ 7-116-107. Periodic Report to Secretary of State

Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to domestic corporations and applies to foreign corporations that are authorized to transact business or conduct activities in this state.

History. Source: L. 93: Entire article added, p. 847, § 1, effective July 1, 1994. L. 96: (1)(c) amended, p. 1328, § 49, effective June 1. L. 2000: Entire section R&RE, p. 981, § 73, effective July 1. L. 2003: Entire section amended, p. 2331, § 276, effective July 1, 2004. L. 2004: Entire section amended, p. 1508, § 287, effective July 1. L. 2010: Entire section amended,(HB 10-1403), ch. 404, p. 2000, § 26, effective August 11.

Law reviews. For article, “The New Colorado Corporation Act”, see 35 Dicta 317 (1958). For article, “The 1985 Proposed Revisions to the Colorado Corporation Code”, see 14 Colo. Law. 34 (1985). For article, “1985 Amendments to the Colorado Corporation Code”, see 14 Colo. Law. 2173 (1985).

Annotator's note. Since § 7-116-107 is similar to § 7-116-107 as it existed prior its 2000 repeal and reenactment and former § 7-116-107 is similar to § 7-10-101 as it existed prior to the 1993 recodification of the “Colorado Business Corporation Act”, articles 101 to 117 of title 7, relevant cases construing those provisions have been included in the annotations to this section.

This section is mandatory. Colo. Fuel Co. v. Lenhart, 6 Colo. App. 511, 41 P. 834 (1895).

Thus a corporation whether it did any business during the year or not, must make the annual report required by this section. Bradford v. Gulley, 10 Colo. App. 146, 50 P. 314 (1897).

Report failing to give company's condition is insufficient. The annual report of a corporation which fails to give the financial and other conditions of the company at the date of filing the report, as required by subsection (1), is wholly insufficient. Bergren v. Valentine Hdwe. Co, 88 Colo. 52 , 291 P. 1038 (1930).

Which invalidates the report. The failure to state in the report the amount of the indebtedness of the corporation at the date of the report and whether or not it was engaged in the active operation of its business within the state invalidates the report. Int'l State Bank v. McGlashan, 71 Colo. 72 , 204 P. 480 (1922).

And makes it a mere nullity. The annual report of a corporation making no reference to the condition of its properties or finances as required by this section is a mere nullity. Moody v. Rhodes Ranch Egg Co., 61 Colo. 368 , 157 P. 1167 (1916); Bergren v. Valentine Hdwe. Co., 88 Colo. 52 , 291 P. 1038 (1930).