Colorado § 7-90-805 - Effect of statement of foreign entity authority.

§ 7-90-805. Effect of statement of foreign entity authority.

(1) A foreign entity is authorized to transact business or conduct activities in this state from the effective date of its statement of foreign entity authority until the effective date of its statement of foreign entity withdrawal.

(2) A foreign entity that has authority to transact business or conduct activities in this state has the same rights and privileges as, but no greater rights or privileges than, and, except as otherwise provided by this title, is subject to the same duties, restrictions, penalties, and liabilities imposed upon, a functionally equivalent domestic entity.

(3) Nothing in this part 8 authorizes this state to regulate the organization, formation, existence, or internal activities of a foreign entity authorized to transact business or conduct activities in this state.

(4) As to any foreign entity transacting business or conducting activities in this state, the law of the jurisdiction under the law of which the foreign entity is formed shall govern the organization and internal affairs of the foreign entity and the liability of its owners and managers.

Source: L. 2003: Entire part added, p. 2308, § 217, effective July 1, 2004. L. 2004: (4) amended, p. 1493, § 239, effective July 1. L. 2005: (1) amended, p. 1211, § 19, effective October 1.

ANNOTATION

Law reviews. For article, "1959 Amendments to the Colorado Corporation Code", see 36 Dicta 489 (1959). For note, "Doing Business in Colorado for Foreign Corporations: Service of Process, Qualification, Taxation", see 49 Den. L.J. 529 (1973). For article, "Signatures on Documents Affecting Title to Colorado Real Property — Part III", see 12 Colo. Law. 447 (1983).

Annotator's note. Since § 7-90-805 is similar to § 7-115-105 as it existed prior to the 2003 repeal and reenactment of article 115 of title 7 and former § 7-115-105 is similar to § 7-9-104 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.

This section recognizes that a foreign corporation has a corporate existence in Colorado if it complies with the provisions of this article. Admiral Corp. v. Television Sales & Serv., Inc., 138 Colo. 157, 330 P.2d 1106 (1958).

But a foreign corporation cannot legally carry on business in Colorado until it complies with § 7-9-101 regulating the admission of foreign corporations to do business in this state; after such compliance, it becomes a corporation existing under the law of this state. Admiral Corp. v. Television Sales & Serv., Inc., 138 Colo. 157, 330 P.2d 1106 (1958).

Foreign corporation qualified to do business may use assumed name. A foreign corporation, having qualified to do business in Colorado, is a corporation existing under the laws of this state within the meaning of § 7-71-101 providing for filing of assumed names. The right of a foreign corporation to transact business under an assumed name relates only to the remedies available to it in the enforcement of its contracts, and where it is provided as in this section that a foreign corporation shall have the same power as a domestic corporation, and domestic corporations are given the power to conduct their business under an assumed name upon compliance with the statute, foreign corporations may exercise the same power upon compliance with the applicable statute. Admiral Corp. v. Television Sales & Serv., Inc., 138 Colo. 157, 330 P.2d 1106 (1958).

Neither this section nor § 7-90-801 expressly informs foreign entities that by registering to do business in the state, or by designating a state registered agent, they are consenting to the personal jurisdiction of state courts. Lumen Techs. Serv. Grp., LLC v. CEC Grp., LLC, 691 F. Supp. 3d 1282 (D. Colo. 2023).

Whether the term "corporation" when used in this code applies to foreign corporations as well as domestic corporations depends upon the subject matter of the statute, its policy, and the context in which the term is employed. Jefferson Indus. Bank v. First Golden Bancorp., 762 P.2d 768 (Colo. App. 1988).

A foreign corporation transacting business in Colorado is subject to the same rules, regulations, and restrictions applicable to domestic corporations by virtue of this section. Holmes v. Jewett, 55 Colo. 187, 134 P. 665 (1913).

Since nothing in the language of § 7-5-117 indicates an intent by the general assembly to limit its effect to domestic corporations, it also applies to foreign corporations as contemplated by this section. Jefferson Indus. Bank v. First Golden Bancorp., 762 P.2d 768 (Colo. App. 1988).

Foreign corporation transacting business in this state may obtain a prejudgment writ of attachment under rule allowing a "resident of this state" to do so. Old Republic Nat'l Title Ins. v. Kornegay, 2012 COA 140, 292 P.3d 1111.

Accordingly, this section subjects a foreign corporation to all the liabilities of a domestic corporation of like character which means that it shall not be subjected to any greater liabilities than are imposed upon a domestic corporation. Am. Smelting & Ref. Co. v. Colo., 204 U.S. 103 (1907).

Extent of liabilities imposed. It is a necessary corollary to the rule in this section that a foreign corporation shall not be subjected to any greater liabilities than are imposed upon a domestic corporation. Casselman v. Denver Tramway Corp., 39 Colo. App. 306, 568 P.2d 84 (1977), rev'd on other grounds, 195 Colo. 241, 577 P.2d 293 (1978).

Applied in Nat'l Ass'n of Credit Mgt. v. Burke, 645 P.2d 1323 (Colo. App. 1982).