Chapter 4 - § 4.15 • DOMESTIC CORPORATIONS

• Jurisdiction: Colorado

§ 4.15 • DOMESTIC CORPORATIONS¹⁶⁹

§ 4.15.1—Existence

In theory, there should be little difficulty in determining whether a corporation exists because it is required by statute to file in the office of the clerk and recorder, in each county where it owns real property:

• A certificate of incorporation (or, if the articles of incorporation limit the duration of the corporate life to less than perpetuity, or limit or impose conditions upon the exercise of the statutory powers of the corporation with respect to real property, a certified copy of the articles of incorporation).¹⁷⁰ Failure to record a certificate or articles of incorporation does not prevent an entity from being, as to third persons, a corporation;¹⁷¹
• The certificate of amendment, where the amendment changes the name or the period of duration of a domestic corporation, or limits or imposes conditions upon the exercise of the statutory powers of the corporation with respect to real property (or, if the certificate of amendment does not set forth such amendment, a certified copy of the articles of amendment);¹⁷²
• A certified copy of restated articles of incorporation of a domestic corporation;¹⁷³
• A certificate of merger of a domestic corporation;¹⁷⁴
• A certificate of consolidation of a domestic corporation;¹⁷⁵
• A certificate of dissolution of a domestic corporation;¹⁷⁶
• A certified copy of a decree of involuntary dissolution of a domestic corporation;¹⁷⁷
• A certificate of authority of a foreign corporation (or, if the articles of incorporation limit the duration of the corporate life to less than perpetuity, or limit or impose conditions upon the exercise of any corporate power described in C.R.S. § 7-103-102 with respect to real property, a certified copy of the articles of incorporation);¹⁷⁸
• A certified copy of the amendment where an amendment to the articles of incorporation changes the name or period of duration of a foreign corporation or limits or imposes conditions upon the exercise of any corporate power described in C.R.S. § 7-103-102 with respect to real property;¹⁷⁹
• An amended certificate of authority, where a foreign corporation procures an amended certificate of authority evidencing a change in its corporate name;¹⁸⁰ and
• A certificate of withdrawal from Colorado of a foreign corporation.¹⁸¹

Failure to file any of the documents listed above does not affect or impair the validity of such document. A corporation that is required to file or record documents in addition to the certificate of incorporation or the certificate of authority, but has failed to do so at the time any person acquires any interest in or lien upon real property from the corporation, is conclusively deemed, as against such person, to be an existing corporation qualified to exercise the powers described in C.R.S. § 7-103-102.¹⁸² A grantee cannot, when sued by a corporate grantor for breach of condition contained in the deed, assert the nonexistence of the corporation.¹⁸³

§ 4.15.2—Power to Acquire and Hold Real Property

A corporation, whether a business corporation or a nonprofit corporation, may acquire and hold real property.¹⁸⁴ This power has always existed in corporations in Colorado.¹⁸⁵ The power to purchase real property necessarily includes the power to purchase encumbered real property, and the power to purchase encumbered real property necessarily includes the power to assume the encumbrance.¹⁸⁶

If a deed names as grantee a corporation for which no incorporation papers have been filed, title vests in the grantee as soon as the grantee is incorporated, and no other instrument of conveyance is required.¹⁸⁷ The statute also sets out specific requirements applicable to conveyances executed before March 28, 1927. Colorado Title Standard No. 3.4.1 notes the practice of extending the provisions of C.R.S. § 38-34-105 to other entities that are formed by delivering a document to the Colorado Secretary of State, including limited partnerships, limited liability...