Business Entity Filing Secretary of State

     The act authorizes the secretary of state (secretary) to:

• Mark as void or remove from the system an entity filing and adjust the entity's status if an electronic payment for the entity filing fee is reversed or is not completed; and
• Mark a business record with a notice that an entity has received a complaint or is under investigation without referring a complaint about the entity to the attorney general if the secretary receives a notice from the attorney general that the entity being listed as the registered agent was created or registered without authorization or for fraudulent purposes.

     The act prohibits using a fraudulent entity as a registered agent in a business entity filing.

     Colorado law provides an administrative process for determining if an entity filing is made fraudulently or otherwise violates the law when a complaint is made (violation). When a complaint is filed, the secretary may note on the entity's records a notice of the complaint and investigation. If such a determination is made, the entity filings may be canceled and the filers penalized. The procedures require the attorney general to notify the entity's registered agent. If the entity does not reply, the complaint is deemed to be conceded. The act:

• Authorizes the attorney general to provide written notice to any other point of contact that the attorney general determines through investigation to be a means to reach the entity, if the address of the registered agent is the same as the address of the complainant;
• Repeals a requirement that a second 21-day notice be mailed before the complaint is deemed to be conceded;
• Authorizes a person that is injured by a violation to bring an action to dissolve the entity; and
• Authorizes the secretary to take certain actions against another entity that also uses the same fraudulent or unauthorized entity as its registered agent.

     Under current law, actions to dissolve an entity must be brought in the district court for the county where the entity's principal office is located; if the entity has no principal office in this state, where the registered agent is located; or, if the entity has no registered agent, in Denver. The act authorizes the action to be brought in Denver when the dissolution is based on a fraudulent filing.

     The act also sets up a procedure through which, if the secretary has a reasonable basis to believe that a record is fraudulent or unauthorized based on the response or failure to respond to an interrogatory, the secretary may:

• Mark the record with a notice that the record is unauthorized or fraudulent and declare the entity delinquent;
• Redact the unauthorized address or name from the record and from any other relevant records;
• Disable filing functionality on the entity's records; and
• Proceed with administrative procedures.

     A person aggrieved by any of these actions may request the secretary to reverse the actions taken. If the secretary denies the request, the aggrieved person may seek judicial review in Denver.

     To implement the act, $193,954 is appropriated from the department of state cash fund to the department of state.


(Note: This summary applies to this bill as enacted.)