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Legislative updates

House Bill 1124, effective April 19, 2021, amends provisions of the business entity laws regarding activities that constitute doing business by a foreign entity, adds definitions of terms relating to electronic communications, specifies how notice may be given by electronic transmission, and establishes requirements for remote participation in shareholders’ and directors’ meetings.

Senate Bill 86 (Laws of 2019), effective July 1, 2020, amends the Colorado Business Corporation Act and the Colorado Corporations and Associations Act regarding, among things, definitions, conversions, mergers, names, dissolution, forum selection clauses, appraisal rights, proxies, corporate opportunities, and director liability.

Case summaries

Piercing an LLC’s Veil
Sedgwick Properties Development Corp. v. Hinds, 2019 COA 10, decided July 3, 2019. The Colorado Court of Appeals, in reversing the trial court’s piercing the veil of a single member LLC, stated the trial court should have taken into account the difference between a corporation and a single member LLC in determining whether to pierce the veil.

Other notices

October 23, 2020 — The Colorado Secretary of State’s office issued an alert to small business owners about potentially misleading notices. The alert states that the Secretary of State’s office has received numerous reports of third parties sending deceptive and misleading solicitations to Colorado businesses.

April 30, 2020 — The Secretary of State issued an alert to Colorado’s small business owners about potentially misleading notices from a third party asking for additional fees to file business reports. The alert contains a sample of the solicitation which the Secretary of State states did not come from her office.