Colorado § 7-90-701 - Registered agent - definition.

§ 7-90-701. Registered agent - definition.

(1) Every domestic entity for which a constituent filed document is on file in the records of the secretary of state and every foreign entity authorized to transact business or conduct activities in this state shall continuously maintain in this state a registered agent that is:

(a) (I) An individual who is eighteen years of age or older and whose primary residence or usual place of business is in this state.

(II) To establish eligibility pursuant to this subsection (1)(a), an individual must either:

(A) Hold a current, valid driver's license issued by this state or an identification card issued by this state; or

(B) Otherwise verify the individual's residency status with the secretary of state consistent with the secretary of state's policies, which must be developed before January 1, 2025, in coordination with key community partners and impacted communities.

(b) A domestic entity in good standing as listed in the secretary of state's records and having a usual place of business in this state; or

(c) A foreign entity authorized to transact business or conduct activities in this state that is in good standing as listed in the secretary of state's records and that has a usual place of business in this state.

(2) An entity in good standing as listed in the secretary of state's records and having a usual place of business in this state may serve as its own registered agent.

(3) Any document delivered to the secretary of state for filing on behalf of an entity that appoints a person as the registered agent for the entity shall contain a statement that the person has consented to being so appointed.

(4) As used in this section, "usual place of business" has the same meaning as set forth in section 7-90-102 (56)(b).

Source: L. 2003: Entire part added, p. 2302, § 217, effective July 1, 2004. L. 2004: IP(1) amended, p. 1490, § 231, effective July 1. L. 2024: (1) and (2) amended and (4) added, (HB 24-1137), ch. 332, p. 2249, § 4, effective August 7.

ANNOTATION

Law reviews. For article, "1959 Amendments to the Colorado Corporation Code", see 36 Dicta 489 (1959). For note, "Service of Process on Foreign Corporations Outside the Forum", see 34 Rocky Mt. L. Rev. 359 (1962).

Annotator's note. Since § 7-90-701 is similar to § 7-115-108 as it existed prior to the 2003 repeal and reenactment of article 115 of title 7 and former § 7-115-108 is similar to § 7-9-117 as it existed prior to the 1993 recodification of the "Colorado Business Corporation Act", articles 101 to 117 of title 7, cases construing those provisions and their predecessors have been included in the annotations to this section.

Designation of "general manager" and not a named individual suffices. The requirement of this section is met by the designation of the "general manager" of a corporation, residing at its principal place of business, as agent to receive service of process. It is not necessary to give the name of the particular person who happens at the date of the certificate to fill this position, inasmuch as the object of the statute can be best subserved by a certificate of the character filed, for the obvious reason that the death or resignation of the incumbent would not long interfere with the bringing of suits against the corporations. Goodwin v. Colo. Mtg. Inv. Co., 110 U.S. 1 (1884).

Similarly, the president and vice-president of a corporation are agents of the corporation within the meaning of this section and it is not necessary that an officer serving process should specify in his return that he had served either of these officials in the capacity of agent when it appears that service was upon a specified official of the corporation, which carries with it the information by implication that service was upon an agent thereof. Comet Consol. Mining Co. v. Frost, 15 Colo. 310, 25 P. 506 (1890); Venner v. Denver Union Water Co., 40 Colo. 212, 90 P. 623 (1907).

A foreign corporation's failure to comply with this section must be pleaded in the first instance; if one answers to the merits, the omission is waived. Watson v. Empire Cream Separator Co., 66 Colo. 284, 180 P. 685 (1919).