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Colorado Approves New Sections Prohibiting Fraudulent Corporate Filings and Rules for Public Benefit Corporations

Colorado lawmakers made more than 25 changes to the state’s business entity laws during the 2022 legislative session, including a new section that prohibits fraudulent corporate filings and new rules for public benefit corporations.

The new section regarding fraudulent filings prohibits the following actions.

  • A person’s name can’t be included on a document filed in the secretary of state’s office without the named person’s written consent if the person is included in the filing as:
    • The registered agent
    • The individual causing the document to be delivered to the secretary of state’s office for filing
    • The person incorporating, forming, or organizing an entity
    • Any other person required to be identified in a document filed in the secretary of state’s office
  • An address can’t be included in a document filed in the secretary of state’s office without the consent of the owner or occupant of the included address
  • A document regarding an entity can’t be delivered to the secretary of state’s office if the individual who makes the delivery lacks the necessary written consent or authority to do so

New rules for the state’s public benefit corporations were also approved.

  • Nonprofit corporations cannot be constituent entities in connection with any merger with or conversion into a public benefit corporation.
  • A director’s ownership of, or other interest in, the stock of a public benefit corporation does not alone create a conflict of interest on the part of the director with respect to the director’s decision implicating the balancing requirement in this section, except to the extent that the ownership or interest would create a conflict of interest if the corporation was not a public benefit corporation.

These and other updates are captured in the 2022 edition of CSC Publishing’s “Colorado Laws Governing Business Entities Annotated.” This latest edition contains Colorado’s Title 7—Corporations and Associations—along with related statutes updated through the 2022 legislative session of the Colorado General Assembly. Changes are captured in the book’s Table of Sections Affected, and blackline amendment notes indicate precisely how the laws have changed. The book also includes a summary of the business entity law highlights coming out of the 2022 session.

The 2022 edition is annotated with the latest case notes interpreting Colorado business entity law and includes an up-to-date Fee Schedule for Colorado business entity filings. Readers can also access over 60 Colorado business forms for incorporation and formation, qualification, mergers, dissolution, and name reservation for all entity types via the LexisNexis® Bookstore download center.

These features together with the book’s comprehensive scope of annotated business laws and Uniform Commercial Code statutes make “Colorado Governing Business Entities Annotated” a valued resource for corporate attorneys, in-house counsel, and C-suite executives, as well as solo practitioners and general practice firms who advise Colorado small businesses.

“Colorado Governing Business Entities Annotated” is available as a softbound book or as an eBook compatible with dedicated eReader devices, computers, tablets, and smartphones that use eReader software or applications. It is also available on the LexisNexis Digital Library.

Colorado practitioners may also be interested in CSC’s “Wyoming Laws Governing Business Entities Annotated.” This annually updated collection of annotated statutes is an essential resource for business and legal professionals in Wyoming.

To learn more about the 2022 Edition of “Colorado Laws Governing Business Entities Annotated,” call 1-800-533-1637 or visit us online at



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