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Second Regular Session
Seventy-fifth General Assembly
STATE OF COLORADO
REENGROSSED
This Version Includes All Amendments
Adopted in the House of Introduction
LLS NO. 26-0617.01 Jery Payne x2157 HOUSE BILL 26-1088
House Committees Senate Committees
State, Civic, Military, & Veterans Affairs
Appropriations
A BILL FOR AN ACT
CONCERNING ENTITY FILINGS MADE WITH THE SECRETARY OF STATE,101
AND, IN CONNECTION THEREWITH, MAKING AN APPROPRIATION.102
Bill Summary
(Note: This summary applies to this bill as introduced and does
not reflect any amendments that may be subsequently adopted. If this bill
passes third reading in the house of introduction, a bill summary that
applies to the reengrossed version of this bill will be available at
http://leg.colorado.gov.)
The bill authorizes the secretary of state (secretary) to:
! Mark as void or remove from the system an entity filing if
an electronic payment for the entity filing fee is reversed or
is not completed;
! Suspend or dismiss a complaint if the secretary determines
that a relationship exists between the complainant and the
HOUSE
3rd Reading Unamended
March 9, 2026
HOUSE
Amended 2nd Reading
March 6, 2026
HOUSE SPONSORSHIP
Clifford and Taggart, Keltie, Mauro, Rutinel, Titone
SENATE SPONSORSHIP
Cutter,
Shading denotes HOUSE amendment. Double underlining denotes SENATE amendment.
Capital letters or bold & italic numbers indicate new material to be added to existing law.
Dashes through the words or numbers indicate deletions from existing law.
person that is the subject of the complaint alleging a
fraudulent filing; and
! Mark a business record with a notice that an entity is
unauthorized or fraudulent 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 bill prohibits using a fraudulent entity as a registered agent in
a business entity filing.
Current law provides an administrative process for determining if
an entity filing is made fraudulently or otherwise violates the law when
a complaint is made. 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 within 21 days after the notification, another notice is mailed,
and if the entity does not reply to that notice within 21 days, the complaint
is deemed to be conceded. The bill:
! 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 the second 21-day notice period; and
! Authorizes a person that is injured by such a violation to
bring an action to dissolve the entity.
Under current law, actions to dissolve an entity must be brought
in the district court fo r 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 bill authorizes the action to be brought in Denver when the
dissolution is based on a fraudulent filing.
Be it enacted by the General Assembly of the State of Colorado:1
SECTION 1. In Colorado Revised Statutes, 7-90-303, add (5) as2
follows:3
7-90-303. Filing, service, and copying fees - subpoenas.4
(5) IF PAYMENT FOR A DOCUMENT SUBMITTED TO THE SECRETARY5
OF STATE FOR FILING IS NOT SUCCESSFULLY PROCESSED , INCLUDING6
REVERSAL OF THE ELECTRONIC PAYMENT, THE DOCUMENT HAS NOT BEEN7
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SUCCESSFULLY FILED, NOTWITHSTANDING THE TIME OR DATE INITIALLY1
STAMPED ON THE DOCUMENT. THE SECRETARY OF STATE MAY EITHER:2
(a) M ARK THE DOCUMENT AS VOID AND ADJUST THE ENTITY'S3
RESULTING STATUS; OR4
(b) REMOVE THE DOCUMENT FROM THE ONLINE FILING SYSTEM.5
SECTION 2. In Colorado Revised Statutes, 7-90-314, amend6
(1)(b), (1)(c), (3)(a), (4)(a), (4)(f), and (5); repeal (4)(e); and add (1)(d),7
(4)(g)(VIII), and (4)(g)(IX) as follows:8
7-90-314. Fraudulent filings - complaint - review - referral to9
attorney general - referral to administrative law judge - marking10
filing as fraudulent - deceptive trade practice - definition.11
(1) Fraudulent filings. The following actions are prohibited:12
(b) Including an address in a document filed in the secretary of13
state's office under this part 3 without the consent of the owner of or14
occupant of the included address; and15
(c) Delivering a document regarding an entity to the secretary of16
state's office if the individual who makes the delivery lacks the necessary17
written consent or authority to do so; AND18
(d) USING A FRAUDULENT ENTITY, INCLUDING AN ENTITY THAT IS19
HELD TO BE FRAUDULENT UNDER SUBSECTION (4)(g)(V) OF THIS SECTION,20
AS A REGISTERED AGENT.21
(3) Review - secretary of state.22
(a) Upon receipt of a complaint submitted pursuant to subsection23
(2) of this section, the secretary of state shall review the complaint and24
evaluate whether the complaint indicates a violation of subsection (1) of25
this section and satisfies the requirements of subsection (2) of this26
section. If so, the secretary of state, using electronic means, shall:27
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(I) Refer the complaint to the attorney general for review and1
investigation under the "Colorado Consumer Protection Act", article 1 of2
title 6; AND3
(II) FOR COMPLAINTS ALLEGING THAT THE FILING WAS MADE IN4
VIOLATION OF SUBSECTION (1)(a) OF THIS SECTION, MARK THE BUSINESS5
RECORD WITH A NOTICE THAT THE ENTITY IS HAS RECEIVED A COMPLAINT6
OR IS UNDER INVESTIGATION.7
8
(4) Review - attorney general - hearing and findings -9
administrative law judge - definition.10
(a) Upon receipt of a complaint referred by the secretary of state11
in accordance with subsection (3)(a) of this section, the attorney general12
shall review the complaint and determine whether the complaint should13
be investigated. If the attorney general determines that the complaint14
should be investigated, the attorney general:15
(I) Shall mail a written notice and demand to the street address or16
mailing address, if different from the street address, as well as to the17
email address, if available, of the registered agent of record listed in the18
secretary of state's online filing system for the entity at issue; EXCEPT19
THAT, IF THE ADDRESS OF THE REGISTERED AGENT IS THE SAME AS THE20
ADDRESS OF THE COMPLAINANT, THE ATTORNEY GENERAL MAY PROVIDE21
WRITTEN NOTICE TO ANY OTHER POINT OF CONTACT THAT THE ATTORNEY22
GENERAL DETERMINES THROUGH INVESTIGATION TO BE A MEANS TO23
REACH THE ENTITY AT ISSUE;24
(I.5) and, if a telephone number is available, the attorney general25
shall M AY contact the registered agent by telephone IF A TELEPHONE26
NUMBER IS AVAILABLE; and27
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(II) May provide written or verbal notice and demand to any other1
point of contact that the attorney general determines through investigation2
to be a means by which to reach the entity at issue.3
(e) If, within twenty-one days after mailing a notice and demand,4
the attorney general does not receive a response in writing or otherwise,5
the attorney general shall send a second notice and demand, consistent6
with the requirements of this subsection (4), and allow twenty-one days7
for a response, which must comply with subsection (4)(c) of this section.8
(f) (I) If the attorney general does not receive a response within9
twenty-one days after mailing a second notice and demand as described10
in subsection (4)(e) IN ACCORDANCE WITH SUBSECTION (4)(c) of this11
section, each allegation in the notice and demand is deemed conceded by12
the person that did not respond, and the attorney general may certify that13
fact to the secretary of state. Upon receiving the certification, the14
secretary of state shall take the appropriate remedial action under15
subsections (4)(g)(V) and (4)(g)(VI) of this section based on the16
conceded notice and demand.17
(II) As used in this subsection (4)(f), "conceded notice and18
demand" means a notice and demand described in subsection (4)(e)19
SUBSECTION (4)(c) of this section sent by the attorney general to which20
the attorney general did not receive a response and in which, pursuant to21
subsection (4)(f)(I) of this section, each allegation is deemed conceded by22
the person that did not respond.23
(g) (VIII) I N THE SITUATION DESCRIBED IN THE INTRODUCTORY24
PORTION OF SUBSECTION (4)(g)(V) OF THIS SECTION, THE SECRETARY OF25
STATE MAY TAKE ANY OF THE ACTIONS DESCRIBED IN SUBSECTIONS26
(4)(g)(V)(A) TO (4)(g)(V)(C) OF THIS SECTION AGAINST ANY OTHER27
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ENTITY THAT USES AN ENTITY AS THE REGISTERED AGENT THAT HAS BEEN1
CONCEDED OR HAS BEEN FOUND TO BE FRAUDULENT OR UNAUTHORIZED2
AS THE REGISTERED AGENT.3
(IX) IF A DOCUMENT SUBMITTED TO THE SECRETARY OF STATE FOR4
FILING INCLUDES A REFERENCE TO THE SECRETARY OF STATE, THE5
SECRETARY OF STATE'S ADDRESS OR VARIATIONS OF EITHER THE NAME OR6
ADDRESS, THE SECRETARY OF STATE MAY, WITHOUT THE NEED FOR A FILED7
COMPLAINT, TAKE ANY OF THE ACTIONS DESCRIBED IN SUBSECTIONS8
(4)(g)(V)(A) TO (4)(g)(V)(C) OF THIS SECTION CONCERNING THE ENTITY9
OR FILING.10
(5) Enforcement - deceptive trade practice - private right of11
action.12
(a) A violation of subsection (1) of this section is a deceptive trade13
practice under section 6-1-105 (1)(ppp) and is subject to enforcement by14
the department of law in addition to the enforcement described in this15
section. A determination by the administrative law judge as provided by16
subsection (4)(g)(IV) of this section or a failure to timely respond to a17
notice and demand as provided by subsection (4)(f) of this section18
constitutes a prima facie showing that subsection (1) of this section was19
violated.20
(b) A PERSON THAT IS INJURED BY AN ENTITY THAT HAS VIOLATED21
SUBSECTION (1) OF THIS SECTION MAY BRING AN ACTION TO DISSOLVE THE22
ENTITY IN ACCORDANCE WITH PART 7 OF ARTICLE 56 OF THIS TITLE 7, PART23
8 OF ARTICLE 80 OF THIS TITLE 7, PART 3 OF ARTICLE 114 OF THIS TITLE 7,24
PART 3 OF ARTICLE 134 OF THIS TITLE 7, OR THE COMMON LAW OF25
COLORADO, AS APPLICABLE. THE COURT MAY DISSOLVE THE ENTITY IF THE26
COURT FINDS THAT:27
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(I) T HE ENTITY OBTAINED ITS ARTICLES OF INCORPORATION OR1
ORGANIZATION THROUGH FRAUD; OR2
(II) T HE ENTITY HAS CONTINUED TO EXCEED OR ABUSE THE3
AUTHORITY CONFERRED UPON IT BY LAW.4
SECTION 3. In Colorado Revised Statutes, 7-56-715, amend (1)5
as follows:6
7-56-715. Procedure for judicial dissolution.7
(1) (a) A proceeding to dissolve a cooperative brought by the8
attorney general shall MUST be brought:9
(I) In the district court for the county in this state in which the10
street address of the cooperative's principal office is located; or,11
(II) If the cooperative has no principal office in this state, in the12
district court for the county in which the street address of its registered13
agent is located; or,14
(III) If the cooperative has no registered agent, in the district court15
for the city and county of Denver; OR16
(IV) IF THE DISSOLUTION IS BASED ON A FRAUDULENT FILING WITH17
THE SECRETARY OF STATE , IN THE DISTRICT COURT FOR THE CITY AND18
COUNTY OF DENVER.19
(b) I F SUBSECTION (1)(a) OF THIS SECTION DOES NOT APPLY , a20
proceeding brought by any other party named in section 7-56-714 shall21
MUST be brought:22
(I) In the district court for the county in this state in which the23
street address of the cooperative's principal office is located; or,24
(II) If the cooperative has no principal office in this state, in the25
district court for the county in which the street address of its registered26
agent is located; or27
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(III) If the cooperative has no registered agent, in the district court1
for the city and county of Denver.2
SECTION 4. In Colorado Revised Statutes, 7-80-811, amend (1)3
as follows:4
7-80-811. Procedure for judicial dissolution.5
(1) (a) A judicial proceeding by the attorney general to dissolve6
a limited liability company shall MUST be brought:7
(I) In the district court for the county in this state in which the8
street address of the limited liability company's principal office or the9
street address of its registered agent is located; or,10
(II) If the limited liability company has no principal office in this11
state and no registered agent, in the district court for the city and county12
of Denver; OR13
(III) IF THE DISSOLUTION IS BASED ON A FRAUDULENT FILING WITH14
THE SECRETARY OF STATE , IN THE DISTRICT COURT FOR THE CITY AND15
COUNTY OF DENVER.16
(b) I F SUBSECTION (1)(a) OF THIS SECTION DOES NOT APPLY , a17
judicial proceeding brought by any other A party named in section18
7-80-810 to dissolve a limited liability company shall MUST be brought:19
(I) In the district court for the county in this state in which the20
street address of the limited liability company's principal office is located;21
or,22
(II) If it THE LIMITED LIABILITY COMPANY has no principal office23
in this state, in the district court for the county in which the street address24
of its registered agent is located; or25
(III) If the limited liability company has no registered agent, in the26
district court for the city and county of Denver.27
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SECTION 5. In Colorado Revised Statutes, 7-114-302, amend1
(1) as follows:2
7-114-302. Procedure for judicial dissolution.3
(1) (a) A proceeding by the attorney general to dissolve a4
corporation shall MUST be brought:5
(I) In the district court for the county in this state in which the6
street address of the corporation's principal office or the street address of7
its registered agent is located; or,8
(II) If the corporation has no principal office in this state and no9
registered agent, in the district court for the city and county of Denver; OR10
(III) IF THE DISSOLUTION IS BASED ON A FRAUDULENT FILING WITH11
THE SECRETARY OF STATE , IN THE DISTRICT COURT FOR THE CITY AND12
COUNTY OF DENVER.13
(b) I F SUBSECTION (1)(a) OF THIS SECTION DOES NOT APPLY , a14
proceeding brought by any other A party named in section 7-114-301 shall15
MUST be brought:16
(I) In the district court for the county in this state in which the17
street address of the corporation's principal office is located; or,18
(II) If it THE CORPORATION has no principal office in this state, in19
the district court for the county in which the street address of its20
registered agent is located; or21
(III) If the corporation has no registered agent, in the district court22
for the city and county of Denver.23
SECTION 6. In Colorado Revised Statutes, 7-134-302, amend24
(1) as follows:25
7-134-302. Procedure for judicial dissolution.26
(1) (a) A proceeding by the attorney general to dissolve a27
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nonprofit corporation shall MUST be brought:1
(I) In the district court for the county in this state in which the2
street address of the nonprofit corporation's principal office or the street3
address of its registered agent is located; or,4
(II) If the nonprofit corporation has no principal office in this state5
and no registered agent, in the district court for the city and county of6
Denver; OR7
(III) IF THE DISSOLUTION IS BASED ON A FRAUDULENT FILING WITH8
THE SECRETARY OF STATE , IN THE DISTRICT COURT FOR THE CITY AND9
COUNTY OF DENVER.10
(b) I F SUBSECTION (1)(a) OF THIS SECTION DOES NOT APPLY , a11
proceeding brought by any other party named in section 7-134-301 shall12
MUST be brought:13
(I) In the district court for the county in this state in which the14
street address of the nonprofit corporation's principal office is located; or,15
(II) If it THE NONPROFIT CORPORATION has no principal office in16
this state, in the district court for the county in which the street address of17
its registered agent is located; or18
(III) If the nonprofit corporation has no registered agent, in the19
district court for the city and county of Denver.20
SECTION 7. Appropriation. (1) For the 2026-27 state fiscal21
year, $193,954 is appropriated to the department of state. This22
appropriation is from the department of state cash fund created in section23
24-21-104 (3)(b), C.R.S. To implement this act, the department may use24
this appropriation as follows:25
(a) $37,860 for use by the business and licensing division for26
personal services, which amount is based on an assumption that the27
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division will require an additional 0.8 FTE;1
(b) $5,400 for use by the business and licensing division for2
operating expenses;3
(c) $147,686 for use by the information technology division for4
personal services, which amount is based on an assumption that the5
division will require an additional 0.3 FTE; and6
(d) $3,008 for use by the information technology division for7
operating expenses.8
SECTION 8. Act subject to petition - effective date -9
applicability. (1) This act takes effect at 12:01 a.m. on the day following10
the expiration of the ninety-day period after final adjournment of the11
general assembly (August 12, 2026, if adjournment sine die is on May 13,12
2026); except that, if a referendum petition is filed pursuant to section 113
(3) of article V of the state constitution against this act or an item, section,14
or part of this act within such period, then the act, item, section, or part15
will not take effect unless approved by the people at the general election16
to be held in November 2026 and, in such case, will take effect on the17
date of the official declaration of the vote thereon by the governor.18
(2) This act applies to complaints filed on or after the applicable19
effective date of this act.20
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