Colorado § 7-90-105 - Notice.

§ 7-90-105. Notice.

(1) Except as otherwise provided in section 7-90-403 with respect to notice given by the secretary of state, notice given pursuant to this title 7 must be in writing unless oral notice is reasonable under the circumstances.

(2) Notice may be given in person or by telephone, electronic transmission, mail, or private carrier. A notice or other communication may be in the form of an electronic transmission that cannot be directly reproduced in paper form by the recipient through an automated process used in conventional commercial practice only if:

(a) The electronic transmission is otherwise retrievable in perceivable form; and

(b) The sender and the recipient have consented in writing to the use of that form of electronic transmission.

(3) Without limiting the manner by which notice otherwise may be given effectively to owners, any notice to an owner given by an entity under any provision of this title 7 or the constituent documents may be given in writing directed to the owner's mailing address or by electronic transmission directed to the owner's electronic-mail address, as applicable, as it appears on the records of the entity, and the notice is effective at the earliest of:

(a) The date received;

(b) Five days after mailing if the notice is deposited in the United States mail, postage prepaid; or

(c) The date shown on the return receipt, if mailed by registered or certified mail, return receipt requested, and the receipt is signed by or on behalf of the addressee.

(4) When oral notice is reasonable in the circumstances as contemplated by subsection (1) of this section, the oral notice is effective when communicated if communicated in a comprehensible manner.

(5) Without limiting the manner by which notice otherwise may be given effectively to owners, notice given by electronic transmission is received when delivered if:

(a) Directed to an owner's electronic-mail address provided by the owner unless:

(I) The owner has notified the entity in writing or by electronic transmission of an objection to receiving notice by electronic mail; or

(II) The notice is prohibited by this title 7 or the constituent documents; and

(b) The notice by electronic mail includes a prominent legend that the communication is an important notice regarding the entity.

(6) If three successive notices that are sent to an owner pursuant to this section have been returned as undeliverable, no further notices to the owner are necessary until another address for the owner is made known to the entity; except that the failure to provide the notice pursuant to this subsection (6) does not invalidate any meeting or other action.

(7) An affidavit of the manager, transfer agent, or other agent of the entity that notice has been given is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.

(8) Notice to a domestic entity or to a foreign entity authorized to transact business or conduct activities in this state may be mailed to:

(a) The registered agent address of the entity's registered agent; or

(b) The entity or its manager or secretary at its principal office.

(9) If this title 7 prescribes notice requirements for particular circumstances, those requirements govern. If the constituent documents of an entity prescribe notice requirements not inconsistent with this section or other provisions of this title 7, those requirements govern.

(10) (a) A domestic entity has given notice or has delivered any document under this title 7 or pursuant to the constituent documents to all owners who share a common address if:

(I) The domestic entity delivers one copy of the document to the common address;

(II) The domestic entity addresses the document to the owners either as a group, to each of the owners individually, or to the owners in a form to which each of the owners has consented; and

(III) Each of the owners consents to delivery of a single copy of the document to the owners' common address.

(b) The consent described in subsections (10)(a)(II) and (10)(a)(III) of this section is revocable by an owner who delivers notice of revocation to the domestic entity. If the notice of revocation is delivered, the domestic entity shall begin providing individual notices or documents to the revoking owner no later than thirty days after delivery of the notice of revocation.

(c) An owner who fails to object by notice to the domestic entity within sixty days after notice by the entity of its intention to deliver single copies of notices or documents to owners who share a common address as permitted by subsection (10)(a) of this section is deemed to have consented to receiving a single copy at the common address if the notice of intention explains that consent may be revoked and the method for revoking consent.

Source: L. 2021: Entire section added, (HB 21-1124), ch. 41, p. 160, § 3, effective April 19.