Business FAQs

Contents
Apostilles
Attachments
Beginning a Business
Dissolution/Reinstatement
Electronic Filing
Email Notification
Entity Names
Filing Documents and Obtaining Information
Foreign Business Entities
General Questions
Glossary
Noncompliance/Delinquency
Periodic Reports
Personal Identifying Information
Professional Service Corporations
Registered Agent
Secure Business Filing
Tax Information
Trademarks
Trade Names

 

Glossary

A  B  C  D  E  F  G  H  I  J  K  L  M  N  O  P  Q  R  S  T  U  V  W  X  Y  Z

A

Abatement

The status resulting from the failure, omission or neglect to perform a legal duty such as not filing a periodic business report on behalf of a domestic limited liability partnership or a domestic limited liability limited partnership.

 

Account

  1. In business or the practice of accounting, refers to a written record of money that is received or paid.
  2. An account may refer to an unsettled claim existing between a debtor and a creditor.
  3. In accounting, account may refer to the detailed statement created that records debits and credits exchanged between parties to a transaction or group of transactions, completed or ongoing.
  4. In banking, an account refers to money deposited with a bank, such as a savings, checking, or money market account.
  5. A right to payment of a monetary obligation as set forth by section 4-9-102(a)(2), C.R.S.
  6. May be used to reference a "Prepaid Account".

 

Account debtor

  1. A person obligated on an account, chattel paper, or general intangible.
  2. Does not include a person obligated to pay a negotiable instrument, even if the instrument constitutes part of chattel paper.
  3. See "Debtor".

 

Accountant

  1. A person authorized under applicable law to practice public accounting.
  2. A person in the business of keeping books or accounts, performing financial audits, designing and controlling accounting systems, and/or giving tax advice.
  3. See also "Certified public accountant".

 

Act

A law that is passed by a legislative body.

 

Address

  1. A mailing address or street address.
  2. See "Principal office address".
  3. See "Registered agent address".

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Administrative dissolution

When a domestic profit or nonprofit corporation is dissolved by the Secretary of State as a result of their failure to pay fees or penalties due; failure to deliver its periodic business report; failure to maintain or notify the Secretary of State of a change to a registered office or registered agent; or the corporation’s period of duration term has expired. Read FAQs on Administrative Dissolution. Read FAQs on reinstatement of an administratively dissolved corporation.

 

Affiliate

Any person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the person specified.

 

Agribusiness

The pursuit of agriculture as a business or occupation.

 

Agricultural cooperative

  1. A cooperative in which the members, including landlords and tenants, are all producers of agricultural products.
  2. See also "Cooperative".

 

Agricultural lien

An interest in farm products:

  1. Which secures payment or performance of an obligation.
  2. Which is created by statute in favor of a person.
  3. The effectiveness of which does not depend on the person’s possession of the personal property.

 

Agricultural products

Agronomic, horticultural, viticultural, aquicultural, forestry, dairy, livestock, poultry, bee, and any other ranch or farm products.

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Amend

To change.

 

Amendment

  1.  A change or modification to an existing record.
  2. When used in reference to a financing statement filed with the Secretary of State, an amendment is a document, delivered for filing by an individual, that
    • adds or deletes collateral covered by,
    • continues,
    • or terminates the effectiveness of a financing statement.

See also "Effective Amendment" and "Ineffective Amendment".

 

Annual business report

See Periodic Report.

 

Apostille

Document used to authenticate public documents for international use. Various documents (birth/death, marriage/divorce, police records, corporate good standings, etc.) submitted to this office are used internationally for adoptions, dual citizenship, doing business, transferring school records, etc.

 

Applicant

  1. A person who requests for or applies for something.
  2. A person at whose request or for whose account a letter of credit is issued. This includes a person who requests an issuer to issue a letter of credit on behalf of another if the person making the request agrees to undertake an obligation to reimburse the issuer, (i.e., a co signor).

 

Articles

  1. Separate and distinct parts of a document, such as the different paragraphs of a corporation’s Articles of Incorporation or an LLC’s Articles of Organization.
  2. A document that sets forth the basic terms of existence for a corporation, limited liability company, or limited partnership association.

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Articles of association

  1. Document filed to form a limited partnership association.
  2. With respect to a foreign limited partnership association, the corresponding document filed with the jurisdiction under the law of which the limited partnership association is formed.

 

Articles of incorporation

  1. The document delivered for filing to the Secretary of State to formally incorporate as a corporation under Colorado law.
  2. With respect to a domestic cooperative, a domestic corporation or other domestic entity that is formed under or subject to the Colorado Business Corporation Act, articles 101 to 117 of title 7, C.R.S., Articles of Incorporation as that term is used in the Colorado Business Corporation Act.
  3. With respect to a corporation formed under or subject to article 40 of title 7, C.R.S., Articles of Incorporation means certificate of incorporation as that term is used in that article.
  4. With respect to a domestic nonprofit corporation or other domestic entity formed under or subject to the Colorado Revised Nonprofit Corporation Act, articles 121 to 137 of title 7, C.R.S., Articles of Incorporation as that term is used in that Act.
  5. With respect to a foreign corporation or foreign nonprofit corporation, Articles of Incorporation means the corresponding document filed with the Secretary of State in the jurisdiction under the law of which the corporation or nonprofit corporation is formed.
  6. Includes amended and/or restated Articles of Incorporation, Articles of Merger,and other instruments, however  designated, on file with the Secretary of State which have the effect of amending or supplementing in some respect the original or amended Articles of Incorporation.
  7. Articles list, among other things, the purpose of the corporation, the registered agent for the corporation, the addresses for the registered office and principal office of the corporation, and its incorporators.

 

Articles of organization

  1. The document delivered for filing to the Secretary of State to formally organize a Limited Liability Company ("LLC") under Colorado law.
  2. With respect to a domestic limited liability company, the Articles of Organization as defined in the Colorado Limited Liability Company Act, article 80 of title 7, C.R.S.
  3. With respect to a foreign limited liability company, Articles of Organization means the corresponding document filed with the state filing officer of the jurisdiction under the law of which the foreign limited liability company is formed.
  4. Articles list, among other things, the registered agent for the LLC, the address for the registered office, whether management of the LLC is vested in members or managers, and the names and addresses for those members or managers and the name(s) and mailing address(es) of the individual(s) causing the document to be delivered for filing.

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Artificial person

An artificial person is an entity created by law that has some of the rights and duties of a "natural person". A corporation is an example of an artificial person.

 

As-extracted collateral

  1. Oil, gas, minerals, or other substances of value that may be extracted from the earth that are subject to a security interest that:
        § Is created by a debtor having an interest in the minerals or such other substances before extraction
        § Attaches to the minerals or such other substances as extracted
  2. Accounts arising out of the sale at the wellhead or mine head of oil, gas, minerals, or other substances of value that may be extracted from the earth in which the debtor had an interest before extraction.

 

Assets

Property of any kind that can be used for the payment of debts. Assets include money, personal property, real property (land), and intangibles such as patents and copyrights.

 

Assign

  1. To appoint to or designate for a particular purpose or duty.
  2. To formally transfer legal rights or interest in property from one person to another.

 

Assignee

The third party to whom a party transfers his property rights or interests as part of an assignment.

 

Assignment

The transferring to another of one’s rights or interest in property.

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Assignor

The party who transfers his rights or interests in the property of another to a third party.

 

Association

  1. A body of persons united for a common purpose.
  2. "Association" sometimes refers to an organization that acts and is treated as a corporation for federal tax purposes, although legally it is not one.

 

Assumed entity name

The name assumed for use in this state by a foreign entity because its own entity name is unavailable for use in this state.

 

Attorney

  1. Someone who is licensed to practice law.
  2. A lawyer.
  3. An officer of the court who has a duty toward a client and the court for the administration of law.

 

Auction

The public sale of personal property or real property to the highest bidder.

 

Authenticate

  1. To officially recognize an item as genuine.
  2. To sign
  3. To execute or otherwise adopt a symbol, or encrypt or similarly process a record in whole or in part, with the present intent of the authenticating person to identify the person and adopt or accept a record.

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Authentication

The process of recognizing an item as genuine.

 

Authority

The right, permission, or power to act.

 

Authorize

  1. To give permission to another to act.
  2. To empower another with authority.

 

Authorized entity

A foreign entity that has applied for and received authority to transact business in Colorado.

 

Authorized shares

The shares of all classes that a domestic corporation or foreign corporation can issue according to their articles or bylaws.

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B

Bad debt

  1. An uncollectible debt.
  2. A debt that is worthless to the creditor.

 

Bailment

The delivering or securing of personal property by one party with another party.

 

Bailment for hire

The relationship that results from the delivery of personal property by one party (a bailor) to another party (a bailee) for some purpose (i.e., storage), in exchange for "agreed to compensation," monetary or otherwise.

 

Bank

  1. A commercial institution that receives deposits of money, cashes checks, makes loans, and handles other money-related matters (the business of banking).
  2. The term bank includes savings banks, savings and loan associations, credit unions, and trust companies.

 

Bill of sale

A legal, written document that transfers title of personal property from one party to another.

 

Board

  1. An organized group of persons, real or artificial, whose purpose is to act in the interest of others through its performance of managerial, representative, and administrative duties for a business entity, organization, or department of government.
  2. The governing body of an entity.

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Bogus

When used to reference a financing statement delivered for filing to or filed by the Secretary of State, a "bogus" financing statement is a financing statement that contains a false claim of lien and is usually not authorized to be filed by the debtor named in the financing statement. See the UCC FAQ's regarding liens for more information.

 

Bona fide purchaser

See "Good faith purchaser"

 

Business

  1. Refers to every trade, occupation, or profession.
  2. Any lawful activity, including ownership of real or personal property, whether or not engaged for profit.

 

Business day

Refers to any day other than Saturday, Sunday, State of Colorado holidays, or federal legal holidays.

 

Business development corporation

A corporation incorporated under the "Colorado Business Development Corporation Act", article 48 of title 7, C.R.S.

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Business filings

All documents filed in the Business Division of the Secretary of State’s office other than documents that are filed pursuant to: § Article 9 of Title 4 of the C.R.S. (U.C.C.); or § Title 38, Articles 20-27 of the C.R.S. (Liens).

 

Business trust

An unincorporated type of business organization in which property is conveyed to a trustee, (for example, a bank), according to specified terms, and is held and managed for the benefit of a named beneficiary.

 

Buyer

A person who purchases something.

 

Buyer of farm products

A person who, in the ordinary course of business, buys farm products from a person engaged in farming operations who is in the business of selling farm products.

 

Bylaws

  1. Rules and regulations of a corporation, association, or other organization.
  2. Includes amended bylaws and/or restated bylaws.

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C

Capital

All assets of a business.

 

Capital stock

All shares of stock that are or may be issued by a company.

 

Cash

  1. Legal tender;
  2. Negotiable instruments readily convertible into legal tender; and
  3. Other cash equivalents readily convertible into legal tender.

 

Cash proceeds

Proceeds that are money, checks, deposit accounts, or the like.

 

Cashier's check

A check where the drawer and drawee are the same bank or branches of the same bank.

 

Cause

The action that produces a result.

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Caveat emptor

"Let the buyer beware". Caveat Emptor is the general rule of business that a buyer makes a purchase at his or her own risk.

 

Central filing office

Office of the Colorado Secretary of State.

 

Central filing officer

The Colorado Secretary of State.

 

Central filing system

  1. A system for filing effective financing statements on a statewide basis and which has been certified by the secretary of the United States Department of Agriculture ("U.S.D.A.) pursuant to section 1324 of the "Food Security Act of 1985".
  2. A U.S.D.A certified statewide filing system for effective financing statements or notices of such financing statements.

 

Certificate

A written statement drafted by an individual with authority to assure or affirm that an event has or has not occurred or that a set of facts is or is not true.

 

Certificate of existence

A document duly authenticated by the Secretary of State or other official having custody of entity records in the jurisdiction under the law of which an entity is formed that states the existence of that entity. A certificate of existence that is not in English shall be accompanied by a reasonably authenticated English translation.

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Certificate of fact

A certificate issued by the Secretary of State affirming the delivery and filing of a business document or some type of action (such as administrative dissolution for failure to file a periodic business report.

 

Certificate of good standing

A certificate, issued by the Secretary of State, affirming the good standing of a business entity on file with the Secretary of State.

 

Certificate of limited partnership

A certificate delivered to the Secretary of State for filing for the purpose of forming a limited partnership under the laws of Colorado.

 

Certificated security

A security that is represented by a certificate.

 

Certification

Procedure through which a document becomes certified.

 

Certified copy

Copy of an original document which has been formally confirmed to be a true, accurate, or genuine representation of the original.

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Certified public accountant

An accountant who has satisfied the statutory and administrative requirements in order to become licensed or registered as a public accountant. Also referred to as a "CPA".

 

Charitable

  1. For the public good.
  2. For the promotion of general welfare.
  3. Not for private profit.

 

Charitable trust

Refers to a trust that is designed for the benefit of a class (a group of specifically identified individuals) or the public in general. Unlike the beneficiaries of a private trust, the beneficiaries of a charitable trust are uncertain.

 

Chattel

  1. An item of personal property as opposed to real property.
  2. If an item is moveable and is not attached to or has no connection with land, it is called a personal chattel.

 

Chattel mortgage

  1. A mortgage established against personal property rather than real property.
  2. The putting up of personal property as security for payment of money owed or for performance of some other action.

 

Chattel paper

A record (i.e., document) that represents both a debt and a security interest in specific goods.

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Check

  1. A draft, other than a documentary draft, payable on demand and drawn on a bank.
  2. A cashier’s check or teller’s check.
  3. A demand check.
  4. A money order.

 

Citizen

A member of a political community.

 

Claim

Assertion of a right to property, money, or legal remedy.

 

Claimant

Party who makes a claim.

 

Class (stock)

A category of type of stock issued by a corporation entitled to issue shares of stock.

 

Class

In regard to a nonprofit corporation, refers to a group of memberships that have the same rights with respect to voting, dissolution, redemption and transfer. The rights are considered the same if they are determined by a formula applied uniformly to a group of memberships.

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Classified stock

  1. Common stock that has been divided into two or more classes.
  2. Usually provides broader privileges to its stockholders beyond those privileges afforded to holders of regular, common stock. Otherwise known as "Preferred Stock".

 

Clear title

  1. A title free from any cloud, obstruction, encumbrance, burden or limitation.
  2. A good, marketable title.

 

Clouded title

A title is "clouded" where there is an outstanding claim or encumbrance on the title that casts doubt on the validity of the title. A claim that "clouds" a title may be valid, as in the case of a mortgage, or invalid, as in the case of a spurious lien.

 

Collateral

  1. Property offered as security for the performance of an obligation or to secure a purchase or debt.
  2. Under Colorado law, collateral means property that is subject to a security interest or agricultural lien and includes:

    • Proceeds to which a security interest attaches;
    • Accounts, chattel paper, payment intangibles, and promissory notes that have been sold; and
    • Goods that are the subject of a consignment.

 

Collateral codes

Codes used in an effective financing statement to identify the type(s) of farm products covered by that statement.

 

Commercial code

A collection of laws addressing most aspects of commercial transactions, including sales, bank deposits, collections, letters of credit, and investment securities.

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Commercial law

Law relating to the rights of those engaged and active in commerce and trade.

 

Commission merchant

Any person engaged in the business of receiving any farm product for sale, on commission, or for or on behalf of another person.

 

Common law

Law that is based on judicial principles formulated by and discussed in court decisions rather than law that is created through the legislative process.

 

Common stock

A security issued by a corporation that represents ownership.

 

Company

An association of individuals, real or artificial, united to perform a business or commercial activity and made into a legal entity through the filing of an incorporating document with the proper state official.

 

Comptroller

An official who examines and audits accounts and is responsible for the keeping of records, overseeing the collection and receipt of money and reporting upon the financial status of a public body or business entity.

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Consignee

A merchant to which goods are delivered in a consignment.

 

Consignment

  1. The handing over of goods by an owner (a consignor) to another person (consignee) for sale or delivery to a third party.
  2. Bailment of goods for hire.

 

Consignor

A person that delivers goods to a consignee in a consignment.

 

Constituency

When used to refer to business entities, those entities for which constituent filed documents are filed with the Secretary of State.

 

Constituent document

A constituent filed document or a constituent operating document.

 

Constituent entity

  1. With respect to a merger, each merging entity and the surviving entity.
  2. With respect to a conversion, the converting entity and the resulting entity.
  3. With respect to a share or equity capital exchange, each entity whose owner’s interest will be acquired and each entity acquiring those interests.
  4. An entity that is part of a constituency.

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Constituent filed document

  1. The Articles of Incorporation, Articles of Organization, Certificate of Limited Partnership, Articles of Association, Statement of Registration or other document of similar import filed or recorded by or for an entity in the jurisdiction under the law of which the entity is formed, by which it is formed, or by which the entity obtains its status as an entity or the entity or its owners obtain the attribute of limited liability.
  2. Where a constituent filed document, has been amended or restated, constituent filed document means the constituent filed document as last amended or restated.

 

Constituent operating document

Articles of Incorporation, Operating Agreement, or Partnership Agreement, and bylaws of a corporation, a nonprofit corporation, cooperative, or limited partnership association.

 

Consumer

A person who purchases, rents, or otherwise makes use of a product or service for personal purposes.

 

Consumer debtor

A debtor in a consumer transaction. See "Consumer obligor".

 

Consumer deposit account

A deposit account held in the name of one or more natural persons and used by him, her, or them primarily for personal, family, or household purposes.

 

Consumer goods

Goods that are used or bought for use primarily for personal, family, or household purposes.

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Consumer goods transaction

A consumer transaction in which a natural person incurs an obligation primarily for personal, family, or household purposes, and a security interest in the consumer goods secures the obligation.

 

Consumer lease

A lease that a lessor regularly engaged in the business of leasing or selling makes to a lessee who is an individual and

  • is entered into by the lessee primarily for a personal family or household purpose; and
  • does not exceed twenty-five thousand dollars, excluding payments for options to renew or buy, under the terms of the lease contract.

 

Consumer obligor

A natural person who incurs an obligation as part of a transaction entered into primarily for personal, family, or household purposes.

 

Continuation statement

An amendment of a financing statement that indicates that the document is being delivered for filing so as to continue the effectiveness of the identified financing statement.

 

Contribution

Anything of value that a person gives to another person or business entity, including cash, property, services rendered, or a promissory note or other binding obligation.

 

Conversion

The act of changing from one business entity form to another.

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Converting entity

An entity that converts into another form pursuant to section 7-90-201 C.R.S.

 

Conveyance

Includes and refers to every assignment, lease, mortgage, or encumbrance.

 

Cooperative

  1. An entity having a corporate existence that is primarily organized for the purpose of providing services and profits to its members and not for corporate profit.
  2. Form of doing business that provides an efficient and effective method for persons to market their goods and services and to obtain services and supplies. A cooperative is an entity that operates at cost by adjusting the prices charged for goods or services or by returning any net margins at the end of a fiscal year on a patronage basis to members and other persons qualified to share in the net margins pursuant to the articles or bylaws. The business of a cooperative is carried on for the mutual benefit of its members, and members are not liable for any debt, obligation, or liability of the cooperative.

 

Cooperative association

A group enterprise jointly owned by five or more individuals, the majority of who are residents of Colorado, who partake in the activities or services offered by the association. Term includes any cooperative organization, association, company, or corporation organized under article 55, title 7 C.R.S.

 

Cooperative housing corporation

Corporation formed pursuant to article 33.5 of title 38, C.R.S.

 

Corp.

Abbreviation for corporation.

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Corporation

  1. An entity that is treated as a separate, artificial person apart and distinct from the shareholders who own it.
  2. This term refers to a domestic or foreign corporation, except as provided in section 7- 113-101(e) of the Colorado Revised Statutes ("C.R.S.".)

 

Corporation sole

  1. A series of successive persons holding an office.
  2. A continuous legal personality that is attributed to successive holders of certain monarchical or ecclesiastical positions, such as kings, bishops, rectors, vicars and similar individuals. This continuous personality is legally perceived to have the qualities of a corporation.
  3. A corporation that is formed by delivery of articles of incorporation to the Secretary of State for filing by an archbishop,     bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or  clergyman of any church or religious society who has been duly chosen, elected, or appointed in accordance with the constitutions, canons, rites, regulations, or discipline of said church or religious society. The legal title to the property of said church or religious society shall be vested in such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman.

 

Counsel

  1. An attorney or legal counselor.
  2. Advice given regarding legal issues or matters.

 

County

A geographical subdivision of a state that is made for political, judicial, or administrative purposes.

 

County codes

  1. The numbers assigned to each county for identification on a UCC amendment filing.
  2. Codes used in an effective financing statement to identify the county in which the farm products are located.

 

County filings

  1. With regard to the UCC, filings made prior to 2000 at the county clerk & recorders office where the collateral was located. Subsequently, filings were consolidated into the central filing office (referred to as state filings).
  2. With regard to business entities, the certificates of limited partnership of limited partnerships formed pursuant to 7-61-103, C.R.S.

 

Course of dealing

The relational history of business conducted between two or more business parties that establish boundaries for acceptable practices and behaviors between those specific parties.

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Court

Refers to and includes every court and judge having jurisdiction in a case.

 

Court action

  1. A judicial proceeding in which a person, real or artificial, demands the protection or validation of his, her, or its rights, or in which a person, real or artificial, prosecutes another person, real or artificial, for a wrong that is alleged to have been done.
  2. "Court Action" is a term that covers all formal court proceedings, including final decisions and the enforcement of penalties.

 

CPA

See "Certified Public Accountant".

 

Credit

  1. A purchasing tool that allows a party to pay for a purchase over a specified period of time or to borrow money to pay for a purchase.
  2. An accounting term that indicates and identifies money owed to a party.

 

Creditor

  1. A person, real or artificial, to whom a debt is owed.
  2. A person, real or artificial, who extends credit to another.
  3. A person, real or artificial, to whom an obligation is owed.
  4. Opposite of a debtor.

 

Crop year

  1. For a crop grown in soil, the calendar year in which it is harvested or to be harvested
  2. For animals, the calendar year in which they are born, acquired, or owned.
  3. For poultry or eggs, the calendar year in which they are sold or to be sold.

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C.R.S.

Abbreviation for Colorado Revised Statutes.

 

Custody

Care or control.

 

Custom

A practice that, through its long, repetitious use and common acceptance, gains the status of unwritten law in a particular field.

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D

Data entry cycle

The number of calendar days elapsed between the date delivery of a document is received and the day the document is determined to be entitled to filing in the records of the Secretary of State.

 

Debit

Accounting and bookkeeping term for a sum charged as being due or owing.

 

Debt

  1. That which is owed to another, whether it is money, services, or goods.
  2. An obligation that one person, real or artificial, owes to another person, real or artificial.

 

Debtor

  1. A person who is an owner of property and subjects that property to a security interest, regardless of whether or not that person owes a debt to the secured party (i.e., a co- signor).
  2. A person having an interest, other than a security interest or other lien, in the collateral, whether or not the person is an obligor; a seller of accounts, chattel paper, payment intangibles, or promissory notes; or a consignee.

 

Debtor in bankruptcy

A person who is the subject of:

  • An order for relief under Title 11 of the United States Code or a comparable order under a successor statute of general application; or
  • A comparable order under federal, state or foreign law governing insolvency.

 

Decedent

A deceased person, especially one who has recently died.

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Default

Failure to perform a legal and necessary duty.

 

Defective

Insufficient, faulty, incomplete, or in error.

 

Defer

To postpone an event or action to a later, specified time.

 

Delegable duty

A duty that may be assigned to and performed by a party other than the party to which the duty was originally assigned.

 

Delegate

In regard to a nonprofit corporation, any person elected or appointed to vote in a representative assembly for the election of a director or directors or on other matters.

 

Delinquency

The condition of failing, omitting, or neglecting to perform a legal duty, such as not repaying a debt or not filing a periodic business report.

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Delinquent

The status resulting from the failure, omission, or neglect to perform a legal duty such as not filing a annual business report.

 

Deliver

  1. Includes mail, except that delivery to the secretary of state means actual receipt by the secretary of state.
  2. "Deliver" to an entity by the Secretary of State includes delivery or mail to the registered agent address of the entity’s registered agent, or to the principal office address of the entity, or to such other address as the entity may have provided to the Secretary of State for such purposes, unless otherwise specified by organic statute.

 

Delivered document

A document which has been delivered to the office of the Secretary of State for filing, but which has not yet been reviewed. A delivered document which has been accepted for filing becomes a filed document.

 

Director

A member of the board of directors.

 

Dissolution

Act or process of ending or breaking up.

 

Distinguish

To call attention to differences.

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Distinguishable upon the records

The present standard used by the Secretary of State’s office to determine whether a name is available for use by a business entity. For further information about the "Distinguishable" Standard, see the FAQs.

Search the Secretary of State database for a business name.

 

Distribution

A direct or indirect transfer by a corporation of money or other property, except its own shares, or incurrence of indebtedness by a corporation, to or for the benefit of any of its shareholders, members, officers or directors, in respect of any of its shares. A distribution may be in any form, including a declaration or payment of a diffidence; a purchase, redemption, or other acquisition of shares; or distribution of indebtedness.

 

Ditch company

A corporation formed for the purpose of constructing a ditch, reservoir, pipeline, or any part thereof to convey water from any natural or artificial stream, channel, or source whatever to any mines, mills, or lands, or for storing the same.

 

Document

  1. Anything with a message upon it that can be read.
  2. A document of title or a receipt of the type described in section 4-7-201(2), C.R.S.

 

Document tracking number

Number assigned to all documents delivered to the Business Division of the Secretary of State’s office for filing. Used to track the document whether or not the document is entitled to filing. If the document is an initial document which starts a file, it is also the file number. If the document is a related document, the document number will be associated with the file number already on record.

 

Document review

Procedure within office of Secretary of State whereby a determination is made as to whether a business document delivered for filing should be accepted or rejected according to statutory requirements.

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Doing business

The carrying on of the business for which a company is formed.

 

Domestic cooperative

Entity formed under article 55 of title 7, C.R.S., an entity formed under the Colorado Cooperative Act, article 56 of title 7, C.R.S., or an entity formed under any other act of the state of Colorado that has elected to be subject to the Colorado Cooperative Act.

 

Domestic corporation

A corporation formed under or subject to the Colorado Business Corporation Act ("CBCA"), articles 101 to 117 of title 7, C.R.S.

 

Domestic entity

A business entity that is formed under the laws of this state.

 

Domestic entity name

The name of an entity as stated in the entity’s constituent filed document.

 

Domestic general partnership

  1. If the law of Colorado governs relations among and between the partners and the partnership, a domestic general partnership is a partnership as defined in either the Uniform Partnership Law, article 60 of title 7, C.R.S. or the Colorado Uniform Partnership Act (1997), article 64 of title 7, C.R.S.
  2. Includes a registered limited liability partnership as defined in the Uniform Partnership Law, article 60 of title 7, C.R.S., or as defined in the Colorado Uniform Partnership Act (1997), article 64 of title 7, C.R.S.

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Domestic limited liability company

A limited liability company formed under the Colorado Limited Liability Company Act, article 80 of title 7, C.R.S.

 

Domestic limited liability limited partnership

A domestic limited partnership that is a registered limited liability limited partnership as defined in the Colorado Uniform Limited Partnership Act of 1981, article 62 of title 7, C.R.S., or a limited liability limited partnership as defined in the Colorado Uniform Partnership Act (1997), article 64 of title 7, C.R.S.

 

Domestic limited liability partnership

A domestic general partnership that is a registered limited liability partnership as defined in the Uniform Partnership Law, article 60 of title 7, C.R.S., or a limited liability partnership as defined in the Colorado Uniform Partnership Act (1997), article 64 of title 7, C.R.S.

 

Domestic limited partnership

  1. A limited partnership as defined in the Uniform Limited Partnership Law of 1931, article 61 of title 7, C.R.S. or as defined in the Colorado Uniform Limited Partnership Act of 1981, article 62 of title 7, C.R.S.
  2. Includes a registered limited liability limited partnership as defined in the Colorado Uniform Limited Partnership Act of 1981, article 62 of title 7, C.R.S., or as defined in the Colorado Uniform Partnership Act (1997), article 64 of title 7, C.R.S.

 

Domestic limited partnership association

A limited partnership formed under the Colorado Limited Partnership Association Act, article 63 of title 7, C.R.S.

 

Domestic nonprofit association

A nonprofit association as defined in the Uniform Unincorporated Nonprofit Association Act, article 30 of title 7, C.R.S.

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Domestic nonprofit corporation

A corporation formed under or subject to article 40 or the Colorado Revised Nonprofit Corporation Act, articles 121 to 137 of title 7, C.R.S.

 

Domestic trust

A trust formed and recognized under the law of Colorado as a separate legal entity.

 

Due date

The date by which something is owed, expected, scheduled or required.

 

Duty

An obligation.

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E

Effects

  1. Personal property.
  2. Any chattel or movable personal property, although the term may also include real property.

 

Effective amendment

When used to refer to a document filed to amend a UCC financing statement on file with the Secretary of State, an effective amendment is an amendment that does not delete all debtors or all secured parties without providing at least one debtor or secured party to replace the parties deleted.

 

Effective date

When used in reference to a document delivered for filing to the Secretary of State, the time and date of the filing of the document by the Secretary of State or the time and date indicated by the document itself that is in accordance with section 7-90-304 of the Colorado Revised Statutes.

 

EFS

Effective Financing Statement.

 

Effective financing statement

A financing statement that is filed with the Central Filing Officer that covers farm products.

 

Elect

The act of choosing.

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Electronic chattel paper

Chattel paper evidenced by a record or records consisting of information stored in an electronic medium.

 

Element

A basic and essential part.

 

Eligible housing

A structure occupied by the owner and used primarily for residential purposes, consisting of eight or less units, thirty years of age or older and on land located in a recorded subdivision plat in which fifty percent or more of the residential housing structures are thirty years of age or older. Also called "eligible housing structure".

 

Employee

  1. A person who works for another in return for financial or other compensation.
  2. Includes an officer, but not a director; except that a director may accept duties that make said director also an employee.

 

Encumbrance

  1. A right, other than an ownership interest, in real property.
  2. The term "encumbrance" includes mortgages and other liens on real property.
  3. A claim or interest in or lien against property, real or personal, held by a person, real or artificial, rather than the actual owner of the property.

 

Endorse

The act of signing or making a mark on the back of a negotiable instrument with the intent to transfer the instrument to another party.

 

Endorsee

The person to whom an instrument or document is assigned to through or by indorsement.

 

Endorsement

Signature or other marking on the back of a negotiable instrument that transfers the instrument to another person, real or artificial.

 

Endorsor

The person who endorses an instrument or document.

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Entity

Used to generally identify a foreign or domestic business.

 

Entity name

The name or title under which an entity chooses to transact business.

 

Equipment

Goods other than inventory, farm products, or consumer goods.

 

Equity capital

Refers to all investments in an article 56 cooperative except loans or other types of indebtedness, regardless of how such investments are realized.

 

Error

A mistake in application of law or in matters of fact.

 

Execute

To perform, carry out, complete, or to make, as in to execute a security agreement or other obligation.

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F

Facsimile

An exact copy of an original.

 

Fact

  1. Something that took place.
  2. Something that is actual and real.
  3. An incident that occurred, or an event.
  4. Something that exists and is real as opposed to an opinion or supposition.

 

Farming operation

Raising, cultivating, propagating, fattening, grazing, or any other farming, livestock, or aquicultural operation.

 

Farm products

In a farming operation, goods, with respect to which the debtor is engaged and which are crops grown, growing, or to be grown, livestock, supplies used or produced in a farming operation, or products of crops or livestock in their unmanufactured states. Does not include standing timber.

 

Fileable online

A document that may be filled in (completed) online and delivered to the Secretary of State electronically through the Internet.

 

Fillable online

A document that may be filled in (completed) online and printed on an attached printer to be delivered to the Secretary of State other than electronically.

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Filed document

  1. A legal document entered on a public official record.
  2. Any document filed by the Secretary of State pursuant to title 7, C.R.S.

 

Filed statement

  1. A statement that has been filed by the Secretary of State pursuant to part 3 of article 90 of this title.
  2. A copy of a filed statement is one that the Secretary of State has certified to be in the records of the Secretary of State.

 

File number

  1. The number assigned to an initial financing statement accepted for filing in the public record or pursuant to section 4-9-    519 (a) C.R.S.
  2. The number assigned to a business document filed pursuant to part 3 of article 90 of title 7 (i.e. accepted for filing in the public record), which initiates a file for a business entity on the records of the Secretary of State. See Registered Organizational File Number.

 

Filing officer

An office designated in section 4-9-501 as the place to file a financing statement.

 

Financial institution

Refers to any bank; trust company; savings and loan association; industrial bank; public or private pension or retirement fund; insurance company or related corporation; partnership; foundation; or other institute engaged in the lending or investment of funds.

 

Financing statement

  1. Under UCC RA9, a financing statement is filed to provide a public record of security interest in goods.
  2. A record or records composed of an initial financing statement and any filed record relating to the initial financing statement.

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Fixture

Goods that are or have become so related to particular real property that an interest in the fixture(s) arises under real property law.

 

Fixture filing

  1. A financing statement that covers goods that are or are to become fixtures and satisfies section 4-9-502 (a) and (b), C.R.S.
  2. Includes the filing of a financing statement covering goods of a transmitting utility that are or are to become fixtures.

 

Foreign cooperative

An entity formed under the law of a jurisdiction other than Colorado that is functionally equivalent to a domestic cooperative.

 

Foreign corporation

An entity formed under the law of a jurisdiction other than Colorado that is functionally equivalent to a domestic corporation.

 

Foreign entity

A business entity that is formed under a statute or common law of a jurisdiction other than Colorado or as to which the law of a jurisdiction other than Colorado governs relations among the owners and between the owners and the organization or association. Foreign entities are recognized under the law of Colorado upon acceptance by the Secretary of State of a Registration of Authority.

 

Foreign entity name

  1. The name of a foreign entity under which it is authorized to transact business or conduct activities in Colorado, whether such name is its true name or an assumed entity name; or
  2. The true name that a foreign entity has registered pursuant to section 7-90-604, C.R.S.

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Foreign general partnership

A foreign entity that is functionally equivalent to a domestic general partnership.

 

Foreign limited liability company

A foreign entity that is functionally equivalent to a domestic limited liability company.

 

Foreign limited liability limited partnership

A foreign entity that is functionally equivalent to a domestic limited liability limited partnership.

 

Foreign limited liability partnership

A foreign entity that is functionally equivalent to a domestic limited liability partnership.

 

Foreign limited partnership

A foreign entity that is functionally equivalent to a domestic limited partnership.

 

Foreign limited partnership association

A foreign entity that is functionally equivalent to a domestic limited partnership association.

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Foreign merchandise

Merchandise of any class that would be subject to United States customs law if and when the merchandise entered into United States customs territory.

 

Foreign nonprofit association

A foreign entity that is functionally equivalent to a domestic nonprofit association.

 

Foreign nonprofit corporation

A foreign entity that is functionally equivalent to a domestic nonprofit corporation.

 

Foreign trust

A foreign entity that is functionally equivalent to a domestic trust.

 

Formed

Includes incorporated, created and organized, and each of the terms includes the other as the context may require.

 

Funds on account

In relation to a prepaid account, the amount of money in the account.

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G

General intangible

Any personal property, including things in action, other than accounts, chattel paper, commercial tort claims, deposit accounts, documents, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and oil, gas, or other minerals before extraction. Includes payment intangibles and software.

 

General partner

  1. A partner in a general partnership and a general partner in a limited partnership.
  2. A partner with unlimited legal responsibility for the debts and liabilities of a partnership.

 

General partnership

A partnership in which all partners participate fully in the operation of the business, are equally liable for all actions of the partnership, and share equally in profits and losses, regardless of the actual contributions made to the business by each partner.

 

Good cause

  1. With legally adequate reason.
  2. Lawful basis for an action.
  3. A satisfactory excuse.

 

Good faith

An honest effort and intention to act fairly.

 

Good faith purchaser

  1. A buyer that purchases without the kind of notice that would cause another person of ordinary prudence to inquire deeper as to the seller’s title to the property being sold.
  2. A bona fide purchaser.

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Goods

  1. Merchandise, commercial wares or personal property.
  2. All things moveable when a security interest attaches. The term "goods" includes fixtures, standing timber, crops and the unborn young of animals. Also includes a computer program embedded in goods and any supporting information provided in connection with a transaction relating to the program.

 

Good standing

A status associated with an entity of record with the Secretary of State that results from the timely filing of annual business reports and payment of all applicable fees charged by the Secretary of State, in addition to maintaining a registered agent of record with this office where required by law.

 

Good title

  1. A valid and marketable title.
  2. A title free from any lien, encumbrance, litigation, or defect.

 

Good will

  1. An intangible asset that represents the favorable attitude of clients or customers of a business toward the operation of that business.
  2. The value of a business that is above and beyond the value of the tangible assets of the business.
  3. Representative of a business’s reputation with the public.

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H

Health care coverage cooperative

An entity created pursuant to part 2 of article 18 of title 6, C.R.S.

 

Health care insurance receivable

An interest in, or claim under, a policy of insurance that is a right to payment of a monetary obligation for health-care goods or services provided or to be provided.

 

Heretofore

  1. Prior to this moment.
  2. Previous, or previously.

 

Holding company

A corporation that is formed for the purpose of holding equity interests in another corporation or other corporations. Holding companies control the management of other corporations through the exercise of equity interests held in the company whose management is affected.

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I

Identical

Exactly the same.

 

Inc.

Abbreviation for incorporated.

 

Include(s)

When used in reference to any definition or list, indicates that the definition or list is partial and not exclusive.

 

Incorporate

  1. To combine and form one business unit.
  2. To create a a legal entity identified as an artificial person under law, a "corporation".

 

Incorporation

The act of combining to become recognized as a business legal entity or the act of becoming a business entity recognized as an artificial person under law.

 

Incorporator

  1. One of a number of persons who gets a company incorporated; may be one of the original members of the corporation.
  2. The person or entity that prepares and files the Articles of Incorporation.

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Individual

A natural person.

 

Indorse

See "Endorse".

 

Ineffective amendment

When used to refer to a document filed to amend a financing statement on file with the Secretary of State, an ineffective amendment is an amendment that proposes to delete all debtors or all secured parties without providing at least one debtor or one secured party in the amending document.

 

In lieu of

In place of or instead of.

 

In lieu of filing

An initial financing statement filed after July 1, 2001 (post-RA9) to inform searchers that the statement operates to continue a financing statement filed elsewhere (pre-RA9) and to enable searchers to locate and discover the attributes of the other financing statement.

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Instrument

  1. A formal document that is created for a legal purpose.
  2. A negotiable instrument or any other writing that evidences a right to the payment of a monetary obligation, is not itself a security agreement or lease, and is transferred by delivery in the ordinary course of business.

 

Intangibles

Property having no intrinsic market value but property that is representative of value of worth.

 

Intellectual property

A product of the intellect that has commercial value, including copyrighted property such as literary or artistic works, and ideational property, such as patents, appellations of origin, business methods, and industrial processes.

 

Interest

A claim or concern in some property, real or personal, based on a legal right, title, claim, or share.

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Interrogatories

A group of questions submitted to a person, real or artificial.

 

Inventory

  1. A detailed list of goods.
  2. Pursuant to the Uniform Commercial Code, "Inventory" refers to goods that are held for sale, or lease, raw materials, and materials that are used for a business.

 

Investment property

A certificated or uncertificated security, security entitlement, securities account, commodity, contract, or commodity account.

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J

Judicial dissolution

The dissolution of a business entity by a certified court decree delivered to the Secretary of State for filing pursuant to part 3 of article 90 of title 7.

 

Jurisdiction

Includes a state of the United States, a foreign country or other foreign governmental authority, agency, instrumentality, or subdivision thereof.

 

Jurisdiction of formation

  1. With respect to a corporation, the jurisdiction under whose law the corporation is incorporated.
  2. With respect to a limited liability company or otherwise registered business entity, the jurisdiction under whose law the entity is organized.

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L

Law

A body of rules or standards of conduct established by an administrative, judicial, or legislative body.

 

Lawful

That which is permitted by law.

 

Lawsuit

Action, between two (2) or more persons, real or artificial, taking place in civil court.

 

Lawyer

  1. An attorney.
  2. A person licensed to practice law.
  3. A person trained and educated in the law.

 

Lease

An agreement, usually between two parties, whereby one party, the lessor, yields his rights of possession and the use of some real or personal property for a specified period of time to another party, the lessee, in return for consideration.

 

Lease contract

The total legal obligation that results from the lease agreement. Unless specifically indicated otherwise.

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Leasehold interest

The interest of a lessor or a lessee under a lease contract.

 

Legal

That which is lawful and permitted by law.

 

Legislation

Laws made or proposed by a legislative body, i.e., Congress.

 

Lessee

One who rents the real or personal property of another person, real or artificial.

 

Lessor

One who rents or "lets" real or personal property to another person, real or artificial.

 

Liability

  1. Any obligation or debt.
  2. An obligation to do or to not do something.

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Liable

To be accountable or responsible.

 

Lien

A claim on the real or personal property of another that is asserted in order to secure payment of a debt or performance of an obligation.

 

Lien creditor

  1. A creditor that has acquired a lien on the property involved by attachment, levy, or the like.
  2. An assignee for benefit of creditors from the time of assignment.
  3. A trustee in bankruptcy from the date of the filing of the petition.
  4. A receiver in equity from the time of appointment.

 

Limited cooperative association

A cooperative association that can have both patron members and investor members.

 

Limited liability

A doctrine and business practice that places limits upon the amount of money an investor can lose as a result of a entity’s financial losses or a lawsuit pursued against a entity.

 

Limited liability company

A company in which the members and managers are not liable for a debt or obligation of the company.

 

Limited liability limited partnership

  1. A limited partnership which elects to file as a limited liability limited partnership pursuant to article 64 of title 7 of the C.R.S.
  2. The personal liability of a general partner to a limited liability limited partnership is limited in the same fashion as the personal liability of a partner of a general partnership that registers as a limited liability partnership.
  3. All other remaining aspects of limited partnership law and of the underlying limited partnership agreement for the entity not related to the personal liability of a general partner remain in effect.

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Limited liability partnership

  1. A partnership in which a partner is not liable for the negligent actions of another partner or an employee not under the partner’s supervision.
  2. A partnership organized pursuant to applicable statute that limits the personal liability of the partners and provides that the partnership is liable as an entity for debts and obligations incurred by the limited liability partnership.
  3. A business entity type typically adopted by law and accounting firms.

 

Limited partner

  1. Partner who is not liable for the debts of the partnership beyond the amount of cash he contributes as capital. Limited partners do not participate in the management of the partnership.
  2. A person who has been admitted to a limited partnership as a limited partner as provided by article 62 of title 7 of the C.R.S., or, in the case of a foreign limited partnership, admitted as provided by the laws of the foreign jurisdiction under which the limited partnership is organized.

 

Limited partnership

A partnership in which one group of persons or one party, called general partners, having unlimited liability, manage the business and, another party or group of persons, called limited partners, contribute capital and share in the profits of the partnership.

 

Limited partnership association

An unincorporated business association formed by two or more persons. Offers limited liability to its managers, officers and members for debts, obligations, or other liabilities of the association. See the Colorado Limited Partnership Association Act, article 63 of title 7, C.R.S.

 

L.L.C.

Abbreviation for Limited Liability Company.

 

L.L.L.P.

Abbreviation for Limited Liability Limited Partnership.

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L.L.P.

Abbreviation for Limited Liability Partnership.

 

L.P.

Abbreviation for Limited Partnership.

 

L.P.A.

Abbreviation for Limited Partnership Association.

 

Lis pendens (Notice of)

  1. A Notice of Lis Pendens puts other parties on notice that there is a suit pending in court regarding specifically identified real or personal property.
  2. A Notice of Lis Pendens filed with a public records office (such as the Secretary of State’s office or a county Clerk and Recorder’s office) is said to place the "world" on notice that the status of the identified property is being litigated and is unsettled. The Notice of Lis Pendens is ultimately considered to be sufficient notice to caution any party entering into any agreement concerning the identified property.

 

LTD.

Abbreviation for Limited.

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M

Mail

Deposit in the United States mail, properly addressed, first class postage prepaid, and includes registered, certified, express or priority mail for which the proper fee has been paid.

 

Mailing address

The address in any jurisdiction to which mail can be delivered if addressed to that address and deposited with the United States postal service and includes a postal code if such postal code is required for any class of mail.

 

Manager

  1. A person or group of persons vested with control of business affairs for a corporation or a limited liability company. A person elected or otherwise designated by the members of a limited liability company to manage the company.
  2. A member of a limited liability company in which management is not vested in managers rather than members.
  3. A manager of a limited liability company in which management is vested in managers rather than members.
  4. A member of a limited partnership association in which management is not vested in managers rather than members.
  5. A manager of a limited partnership association in which management is vested in managers rather than members.
  6. A general partner
  7. An officer or director of a corporation, a nonprofit corporation, a cooperative, or a limited partnership association; or
  8. The functional equivalent of any person described in paragraphs 2 through 7 under any constituent filed documents or organic statute regardless of such person’s title.

 

Master list

In regard to the Uniform Commercial Code, a list of Effective Financing Statements organized in alphabetical order according to the last name of the individual debtors, or, in the case of debtors doing business other than as individuals, the first word in the name of such debtors; each Effective Financing Statement is organized by lender and then by the farm products associated with each lender, arranged in ascending order by product code and listing the county or parish and by crop year.

 

Material

  1. Something or someone that is important.
  2. Something or someone that is necessary.

 

Matter of record

Any fact that may be proved by reference or research of records.

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Means

As pertains to this glossary, denotes an exhaustive definition or list.

 

Mechanics lien

  1. A lien that is filed when an individual contractor who contracted for labor, materials or laborers from another contractor or subcontractor for the purposes of completing a project upon a given individual’s property does not pay in full or in part for the contracted labor, materials or laborers. The lien is not filed against the contracting party, but is filed against the property of the individual who received the benefit of the labor, materials or laborers.
  2. Mechanics liens are not filed with the Secretary of State, but with the county in which the property is located.See the UCC FAQs regarding liens for more information.

 

Member

  1. A person with an ownership interest in a limited liability company.
  2. A person who has been received into the membership of a cooperative who is authorized to vote.
  3. A person who is part of a group which forms as an unincorporated nonprofit association, who may participate in the selection of persons authorized to manage the affairs of the association or in the development of policy of the association or who is considered to be a member by such person and the association.
  4. In the case of a nonprofit corporation, means any person or persons identified as such in, or pursuant to a procedure stated in, the Articles of Incorporation or bylaws or by a resolution of the board of directors pursuant to articles 121 through 127 of title 7. The term includes a voting member and a stockholder in a cooperative housing corporation formed pursuant to section 38-33.5-101, C.R.S.

 

Membership

Refers to the rights and obligations of a member or members.

 

Membership interest

A member’s share of the profits and losses of a limited liability company and the right to receive distributions of such company’s assets.

 

Merchant lessee

A lessee that is a merchant dealing in the sort of goods subject to the lease.

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Merger

A consolidation of two or more business entities into one entity operating under the same governing or managerial organization.

 

Merging entity

An entity that merges into a surviving entity pursuant to section 7-90-203, C.R.S.

 

Ministerial duty

Official, non-discretionary, assigned duties or functions of a government official or agency prescribed by law.

 

Ministerial act

Any act that is performed by an agent of a government organization under and according to specific non-discretionary instructions.

 

Money

See "Cash".

 

Money order

  1. A type of instrument requiring the payment of a specific monetary amount to a specific party, real or artificial.
  2. Money orders may usually be obtained from post offices, grocery and convenience stores, or banks.
  3. Regularly substituted in place of a check.

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Mortgage

  1. A lien, usually against real property, i.e., land or a house.
  2. An interest in property, including fixtures, that is given by a debtor (a mortgagor) to a creditor (a mortgagee), usually a bank or loan company, in order to secure the repayment of a loan that is given to the debtor.
  3. When referring to the written document, a written instrument evidencing or creating a lien against real property for the purpose of providing security for the repayment of a debt.

 

Mortgagee

  1. A party who lends money in exchange for a security interest in real property.
  2. A party who holds a mortgage.

 

Mortgagor

A person who borrows money and uses real property to secure the repayment of the debt.

 

Moveable

  1. With regard to property that may be used to secure a lien, item(s) that may or can be removed from the property specified.
  2. Items that are not viewed as fixtures.

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N

Natural person

  1. A human being.
  2. Not an "artificial" person, i.e., corporation.
  3. Sometimes referred to as a "real person".

 

Neglect

Failure to do something that is legally required to be done.

 

Negotiable instrument

A written document that bears the signature of its drafter, for example, a check. The drafter’s signature represents an unconditional agreement (promise) to pay a specific amount immediately or at a future time to the party who accepts the instrument upon demand, and does not state any other instruction by the person promising or ordering payment to do any act in addition to the payment, except that the promise or order may contain:

  • An undertaking or power to give, maintain, or protect collateral to secure payment;
  • An authorization or power to the holder to confess judgment or realize on or dispose of collateral; or
  • A waiver of the benefit of any law intended for the advantage or protection of an obligor.

 

Net margins

Receipts from operations less the expenses thereof.

 

New debtor

A person that becomes bound as debtor by a security agreement previously entered into by another person.

 

New value

  1. Money.
  2. Money’s worth in property, services, or new credit.
  3. Release by a transferee of an interest in property previously transferred to the transferee.

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Noncash proceeds

Proceeds other than cash proceeds.

 

Nonprofit association

  1. An unincorporated organization consisting of two or more members joined by mutual consent for a common, lawful, nonprofit purpose.
  2. Joint tenancy or tenancy in common does not by itself establish a nonprofit association, even if the co-owners share use of the property for a nonprofit purpose.

 

Nonprofit corporation

  1. A corporation in which the members/shareholders do not seek financial gain or to produce profits.
  2. Often devoted to and established to serve charitable, educational, or religious purposes.

 

Nonprofit entity

A nonprofit corporation or a nonprofit association.

 

No statement

In relation to a UCC certified search, a certificate stating that "no Uniform Commercial Code statement" is on file with the Colorado Secretary of State's office.

 

Notary

A person who is licensed as a public officer with authority to administer oaths, certify specific documents or signatures, take depositions, or to perform other specific, official acts.

 

No par stock

Corporate stock that is issued without any nominal (par) value.

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O

Obligation

  1. Any debt, duty or liability, whether sounding in tort, contract or otherwise.
  2. A responsibility that requires a party to act or to take specific action.

 

Obligee

The party to which an obligation is owed to by another party.

 

Obligor

A party who has an obligation or is obligated to another party.

 

Officer

An individual who holds a position of authority in government, a corporation, or other organization.

 

Official

An individual endowed with the power and authority of the office the individual holds.

 

Older housing corporation

A corporation authorized and formed to stimulate the flow of private investment capital for the purchase and rehabilitation of eligible housing; to encourage and assist through financial aid, advice, technical assistance, and other appropriate means the improvement of existing housing throughout the state.

 

Omission

Failure to act in a way required by law.

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Open

  1. Available.
  2. Disclosed.

 

Operating agreement

Any written or verbal agreement of all members of a limited liability company as to the affairs of the company and the conduct of its business.

 

Order to show cause

An order from a judge that directs a party to come to court and convince the judge as to why an action proposed by the other side or by the judge on his or her own should not be granted.

 

Organic law (statute)

The statute of Colorado or of the jurisdiction under the law of which an entity is formed and all other statutes of Colorado or such other jurisdiction governing the operation of the entity.

 

Organizer

  1. One of a number of persons who gets a limited liability company organized; may be one of the original members of the limited liability company.
  2. The person or entity that prepares and files the Articles of Organization.

 

Original debtor

With the exception of section 4-9-310(c), C.R.S., an "original debtor" is a person that, as a debtor, entered into a security agreement to which a new, different debtor has become bound under section 4-9-203(d), C.R.S.

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Owner

  1. Person, real or artificial, having legal right to the possession of real, personal or intellectual property.
  2. A shareholder of a corporation, a member, a partner, or a person having an interest in any other entity that is functionally equivalent to an owner’s interest.

 

Owner's interest

The shares of stock in a corporation, a membership in a nonprofit corporation, a membership interest in a limited liability company, the interest of a member in a cooperative, a partnership interest in a limited partnership, a partnership interest in a partnership, and the interest of a member in a limited partnership association.

 

Ownership

The condition of possessing a legal right to specific property.

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P

P.C.

Abbreviation for Professional Corporation.

 

Parent corporation

A corporation that owns all or a majority of the stock of another corporation.

 

Partner

A limited or general member of a partnership.

 

Partnership

An association amongst two or more persons, real or artificial, in which there is an agreement to act as co-owners of a business operated for profit.

 

Partnership agreement

Any valid agreement, written or oral, of the partners as to the affairs of a limited partnership and the conduct of its business.

 

Partnership at will

A partnership that is not a partnership for a definite term or particular undertaking.

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Partnership interest

A partner’s share of the profits and losses of a limited partnership and the right to receive distributions of partnership assets.

 

Partnership obligation

Any debt, obligation or liability of the partnership, whether sounding in tort, contract or otherwise.

 

Par value

The face value of a share of stock issued by a corporation.

 

Patron

  1. A customer.
  2. When used to reference a cooperative formed pursuant to Article 56 of Title 7 of the C.R.S., means a person who may, but need not, be a member of a cooperative who partakes in the services of the cooperative through the purchase or sale of property or services to or from the cooperative.

 

Patronage

The volume or dollar value of the business transacted with a cooperative.

 

Payment intangible

A general intangible under which the account debtor’s principal obligation is a monetary obligation.

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Penalty

Required payment of a usually predetermined sum of money or the imposition of other punishment upon a party that is required by law for either the commission of an unlawful act or the failure or neglect to perform a legally required duty.

 

Pending

  1. Under review.
  2. Active, not finalized or completed.

 

Perfect

  1. Complete
  2. Executed

 

Perfection

The process in which a security interest is protected, as far as the law permits, against competing claims to the collateral. Perfection takes place when the secured party files notice of their security interest in the office of the Secretary of State.

 

Periodic report

  1. A report required to be delivered for filing periodically to the Secretary of State by a reporting entity.
  2. A periodic business report includes the following information:
    • The entity name of the reporting entity;
    • The jurisdiction under which law the reporting entity is formed;
    • The street address of the reporting entity’s registered office and the name of the reporting entity’s registered agent at that office;
    • The address of the reporting entity’s principal office; and
    • The name and address of the individual delivering the annual business report for filing on behalf of the reporting entity.
  3. Also known as an "Annual Report". See the FAQs for Periodic Reports.

 

Perpetual

To last forever unless otherwise decided.

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Person

An individual or an entity.

 

Personal property

Property owned or held by a party that is not real estate.

 

PMSI

Purchase Money Security Interest.

 

Policy

General principles that guide action by a governmental agency, business, or other type of entity.

 

Possession

Control over or right to exercise control over property.

 

Posting

The act of displaying a record or document for viewing by the public.

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Practice

  1. Custom or habit.
  2. To engage in a particular profession, i.e., medicine, law, accounting, etc.

 

Preferred stock

A class of stock that may be issued by a corporation that gives to its holder priority over "common" stockholders and that may also grant additional, exclusive privileges.

 

Prepaid account

An account created with the Colorado Secretary of State’s office by a real person for the purposes of making payment for services provided to the account holder or, an agent thereof, by the Business Division. Create a Prepaid Account.

 

Primary constituent documents

Articles of incorporation or Articles of Organization with respect to a corporation or a limited liability company, and constituent documents with respect to other entities.

 

Principal office address

The street address and, if different, the mailing address inside or outside Colorado, that an entity has stated to be that of its principal office.

 

Private trust

Refers to a trust that is established or created for the benefit of a certain designated individual or individuals, or a known person or class of persons, clearly identifiable or capable of identification by the terms of the instrument creating the trust. Private trusts are distinct from charitable trusts in that the beneficiaries of private trusts are certain and determined.

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Proceeding

Includes a civil suit, arbitration, or mediation and a criminal, administrative or investigator action.

 

Proceeds

Except as discussed in section 4-9-609(b), C.R.S., "proceeds" are the following:

  • Property acquired upon the sale, lease, license, exchange, or other disposition of collateral;
  • Whatever rights arise out of collateral;
  • When discussing the value of collateral, those claims arising out of the loss, nonconformity, or interference with the use of, defects or infringement of rights in, or damage to, the collateral; or
  • When discussing the value of collateral and the extent the value of the collateral is payable to the debtor or the secured party, insurance payable by reason of the loss or nonconformity of, defects or infringement of rights in or damage to, the collateral.

 

Professional corporation

A corporation established pursuant to titles 7 and 12 of the C.R.S. solely for the purpose of practicing a specifically identified profession, i.e., law, medicine, accounting, etc.

 

Promissory note

An instrument that evidences a promise to pay a monetary obligation, but does not evidence an order to pay, and does not contain an acknowledgment by a bank that the bank has received for deposit a sum of money or funds.

 

Proprietorship

An unincorporated business owned by a single person who is responsible for its liabilities and entitled to its profits.

 

Property

All property, real, personal or mixed, tangible or intangible, or any interest therein.

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Propound

To propose or to issue something to a person, real or artificial. An example of propounding is when a police officer issues a traffic ticket.

 

Proprietor

One who owns or owns and manages a proprietorship in Colorado; or of the state of Colorado and one or more other states.

 

Public trust

A trust that is constituted for the benefit of either the public at large or of some considerable portion of the public at large that fits a specifically defined description and characteristics. Public trusts and charitable trusts are generally synonymous expressions.

 

Purchase

The taking by sale, lease, mortgage, security interest, pledge, gift, or any other voluntary transaction creating an interest in goods.

 

Purchase-money collateral

Goods or software that secures a purchase-money obligation incurred with respect to the collateral.

 

Purchase-money security interest

A security interest in goods is a purchase money security interest

  • To the extent that the goods are purchase money collateral with respect to that security interest;
    If the security is in inventory that is or was purchase-money collateral, also to the extent that the security interest secures a purchase-money obligation incurred with respect to other inventory in which the secured party holds or held a purchase-money security interest; and
  • Also to the extent that the security interest secures a purchase-money obligation incurred with respect to software in which the secured party holds or held a purchase-money security interest
  • A security interest in software is a purchase-money security interest to the extent that the security interest also secures a purchase-money obligation incurred with respect to goods in which the secured party holds or held a purchase-money security interest if the debtor acquired the interest in the software in an integrated transaction in which it acquired an interest in the goods and the interest in the software was acquired for the principal purpose of using the software in the goods.

 

Q

Quorum

A majority of the entire body.

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R

Real estate

Land and permanent attachments to the land, including buildings, fences, and all the permanent attachments to the buildings, including heating, plumbing, lighting, masonry, etc.

 

Real estate investment trust

A corporation formed by a group of at least 100 shareholders for the purpose of investing in real estate. Also known as REITs. REITs are exempt from corporate taxes because the income of the trust is taxed directly to shareholders.

 

Real person

See "Natural Person".

 

Real property

  1. Land (including buildings and other permanent fixtures upon the land) and the rights that arise out of the land.
  2. Distinct from personal property, which is usually temporary and moveable.
  3. Also known as Real Estate.

 

Realty

Real Property or Real Estate.

 

Reasonable care

The degree of care that an ordinary person would usually exercise.

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Receipt

Written and signed document, showing the taking or receiving of money or goods.

 

Receive

  1. When used in reference to a receipt of a writing or other document by an entity, means that the entity actually obtains the writing or other document.
  2. When used in reference to receipt of a writing or other document by a domestic or foreign corporation, means that the writing or other document is actually received:
    • By the corporation at its registered office or at its principal office;
    • By the secretary of the corporation, wherever the secretary is found; or
    • By any other person authorized by the bylaws or the board of directors to receive such writings, wherever such person is found.

 

Recitals

Specific statements in a document, deed, or statute, listing the reasons or basis for enacting the document. Recitals regularly begin with the word "Whereas," but may begin with and include other words as well.

 

Reconveyance

The transfer or sale of real property back to the previous owner of the property sold.

 

Record

Information that is inscribed on a tangible medium or which is stored in an electronic or other medium and is retrievable in viewable form.

 

Record date

The date, established under article 106, 107 or 127 of title 7, C.R.S., on which a corporation determines the identity of its shareholders or members and their shareholdings. The determination shall be made as of the close of business on the record date unless another time for doing so is stated when the record date is fixed.

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Redaction of social security numbers (SSNs)

Process whereby social security numbers (SSNs) have been removed from electronic images of UCC filings.

 

Refusal

The act of rejecting something that one has a right or obligation to accept.

 

Register

To formally record with an appropriate official.

 

Registered agent

A natural person or an entity, appointed by a business entity of record with the Colorado Secretary of State, to receive service of process for that business entity.

 

Registered agent address

The street address and, if different, the mailing address of the registered agent’s primary residence in Colorado or usual place of business in Colorado if the registered agent is an individual, or of the registered agent’s usual place of business in Colorado if the registered agent is an entity.

 

Registered agent name

With respect to a registered agent who is an individual or a domestic entity, the true name of the registered agent and, with respect to a registered agent that is a foreign entity, the foreign entity name.

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Registered limited liability limited partnership

A domestic or foreign limited partnership that is registered under sections 7-60-144 or 7-64-1002, C.R.S.

 

Registered limited liability partnership

A partnership that has registered under section 7-60-144, C.R.S. or section 7-64-1002, C.R.S. This also includes a partnership that registers as a registered limited liability partnership at the time of its formation.

 

Registered organizational identification number

Term pertaining to filing requirements pursuant to the Colorado Uniform Commercial Code. If the debtor is a registered organization that has been assigned a registration number (the file number or functional equivalent assigned by a state other than Colorado, or the United States) associated with its charter document. This number must be included on a financing statement if the debtor is an organization. If the organization has no such number, the "None" box must be marked.

 

Registrant

  1. Under the Central Filing of Effective Financing Statements Act, a buyer of farm products, commission merchant or selling agent, who has registered with the state central information system board pursuant to section 4-9.5-104(4), C.R.S. Also known as a "Registered Buyer".
  2. A person to whom the registration of a trademark under article 70 of title 7 is issued. A registrant includes the legal representatives, successors, heirs, or assigns of the person to whom the registration of a trademark is issued.

 

Registration statement

A statement delivered to the Secretary of State allowing a domestic partnership to register as a registered limited liability partnership, and a domestic limited partnership to register as a registered limited liability limited partnership.

 

Reinstate

To restore to a previous status or position.

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Renewal

The revival of a right that has expired or the substitutes of a new right or obligation for an old one that extends the time for performance of an obligation or use of an item.

 

Report

Any report provided for in part 5 of article 90 of title 7, C.R.S.

 

Reporting entity

  1. A business development corporation; a cooperative housing corporation; a cooperative; a corporation; a limited liability company; a limited partnership formed after July 26, 2009 or otherwise defined as a “reporting limited partnership” per 7-90-102 (58.5), C.R.S.; a limited partnership association; a nonprofit corporation; a limited liability partnership; a limited liability limited partnership; a corporate entity referred to in section 7-137-102, C.R.S., and any foreign entity authorized to transact business or conduct activities in Colorado.
  2. An entity ceases to be a reporting entity upon its dissolution, the revocation or relinquishment of its authority to transact business or conduct activities, or, if the entity is a limited liability partnership or a limited liability limited partnership, the withdrawal of its statement or registration.

 

Rescind

To take back or to cancel an action.

 

Restatement

With regard to a business entity, a restatement of an entity’s articles is executed in order to clarify the current status of affairs of an entity for a public record.

 

Resulting entity

The entity that results from the conversion of an entity pursuant to section 7-90-201, C.R.S.

 

Revocable

Something that may be voided, nullified, or otherwise canceled.

 

Revoke

The act of taking back or away something that has been granted or possessed. See also "Withdrawal".

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S

Sale

A business transaction between a buyer and a seller where real or personal property is transferred from the seller to the buyer.

 

SDN list

The Specially Designated Nationals List ("SDN List") is a list of individuals and organizations, maintained by the Office of Foreign Asset Control, with whom U.S. individuals and organizations are prohibited from transacting business.

 

Secondary obligor

  1. An obligor whose obligation is secondary to that of another obligor.
  2. An obligor who has a right to recourse related to an obligation that is secured by collateral against a debtor, another obligor, or both.

 

Secretary

The corporate officer to whom the bylaws or the board of directors has delegated responsibility under sections 7-108-301(3) or 7-128-301(3), C.R.S. for authenticating records of the corporation and for preparing and maintaining the information required to be kept by the corporation under section 7-116-101 or 7-136-101, C.R.S. (for example, minutes of the meetings of the board of directors).

 

Secured creditor

A creditor who holds a perfected security interest in collateral that guarantees the repayment of a debt owed to the secured creditor by the owner of the collateral (a debtor) in the event the debtor fails to repay the debt.

 

Secured party

  1. A person in whose favor a security interest is created or provided for under a security agreement, whether or not any obligation to be secured is outstanding;
  2. A person who holds an agricultural lien;
  3. A consignor;
  4. A person to whom accounts, chattel paper, payment intangibles, or promissory notes have been sold;
  5. A trustee, indenture trustee, agent, collateral agent, or other representative in whose favor a security interest or agricultural lien is created or provided for; or
  6. A person that holds a security interest arising under sections 4-2-401; 4-2-505; 4- 2- 711(3); 4-2.5-508(5); 4-4-210; or 4-5-117.5, C.R.S.

 

Secured transaction record

A secured transaction record is a document that is required or permitted to be filed with the Secretary of State’s Office pursuant to the Uniform Commercial Code ("UCC"), or the Central Filing of Effective Financing Statement Act, except any lien filed pursuant to federal law. Secured transaction records include UCC financing statements, effective financing statements, hospital liens, restitution liens, agistors’ liens, harvesters’ liens, Colorado Housing and Finance Authority ("CHFA") liens, and child support liens.

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Security agreement

An agreement that creates or provides for a security interest.

 

Security interest

An interest in personal property, fixtures, or farm products that secures payment or performance of an obligation.

 

Seller

A party who exchanges goods or property in return for money or otherwise agreed to payment.

 

Selling agent

Any person, other than a commission merchant, who is engaged in the business of negotiating the sale and purchase of any farm product on behalf of a person engaged in farming operations.

 

Service of process

The delivery of a summons, complaint, or notice of a legal proceeding to a person, i.e., a registered agent.

 

Shares

The units into which the proprietary interests in a corporation are divided.

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Shareholder

Either the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent recognized pursuant to section 7-107-204, C.R.S.

 

Signature

  1. A person’s name as written by himself or herself.
  2. Pursuant to the UCC, a mark executed by a person signing a document intended as the signer’s signature.

 

Silent partner

  1. Partner having an ownership interest in a business but not actively involved in the day- to-day operation of the business, i.e., a limited partner.
  2. A partner having an ownership interest in a business that is not known to the other members or owners.

 

Small Business Administration

The U.S. Small Business Administration, established in 1953, provides financial, technical and management assistance to help Americans start, run, and grow their businesses.

 

Sole proprietorship

A business owned and operated by a single individual. There are no legal requirements to establish a sole proprietorship. If an individual is operating the business under a name other than their legal name, the business name may be filed as a trade name with the Secretary of State's office.

 

Spurious document

Any document that is forged or groundless, contains a material misstatement or false claim, or is otherwise patently invalid.

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Spurious lien

A purported lien or claim of lien that:

  • Is not provided for by a specific Colorado or federal statute or by a specific ordinance or charter of a home rule municipality;
  • Is not created, suffered, assumed or agreed to by the owner of the property it purports to encumber; or
  • Is not imposed by order, judgment, or decree of a state court or a federal court

 

State

When referring to the United States, includes the following:

  1. A state;
  2. A commonwealth;
  3. The District of Columbia
  4. All agencies, instrumentalities, and subdivisions of a state, a commonwealth, or the District of Columbia; or
  5. Any territory or insular possessions of the United States together with all agencies and governmental subdivisions thereof.

 

State filings

Filings made with the central filing office.

 

Statement of change

Document described in section 7-90-305.5, C.R.S.

 

Statement of correction

Document described in section 7-90-305, C.R.S.

 

Statement of registration

  1. With respect to a domestic limited liability partnership or a domestic limited liability limited partnership, the document as described in section 7-60-144 or section 7-64-1002.
  2. With respect to a foreign limited liability partnership or a foreign limited liability limited partnership, the corresponding document filed with the filing officer of the jurisdiction under the law of which the foreign limited liability partnership or the foreign limited liability limited partnership is formed.

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Street address

With respect to a physical location, the street name and number, city, state, and (if not the United States) country, and either the United States postal code, if any, for the location or (if the location is not in the United States) the postal code, if any, that is required for delivery of mail to the location. If, by reason of rural location or otherwise, a street name and number, city or town does not exist, another appropriate description fixing as nearly as possible the actual physical location may be substituted, but, for all locations in the United States, the county or parish and, if any, the rural free delivery route, and the United States postal code shall be included.

 

Sublease

A lease of goods from a lessor who acquired a right of possession to the goods under the terms of an existing lease.

 

Subscriber

A person who subscribes for shares in a corporation, whether before or after incorporation.

 

Surviving entity

The entity into which a merging entity or entities have merged pursuant to section 7-90-203, C.R.S.

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T

Tangible chattel paper

  1. Chattel paper existing in a physical, paper medium
  2. Chattel paper that is evidenced by a record or records consisting of information that is recorded on or in a tangible medium.

 

Tax identification number

A tax identification number is a group of numbers in a secured transaction record that the Secretary of State deems likely to be the social security number or individual tax identification number of an individual identified in the secured transaction record.

 

Termination statement

An amendment to a financing statement filed with the Secretary of State which identifies the financing statement to which it applies by the file number assigned to the original financing statement, and county code of the county in which it was filed, and indicates that it is either a termination statement or that the original financing statement is no longer effective.

 

Trade secret

  1. The whole or any portion or phase of any scientific or technical information, design, process, procedure, formula,  improvement, confidential business or financial information, listing of names, addresses, or telephone numbers, or other information relating to any business or profession which is secret and of value.
  2. To be a "trade secret," the owner thereof must have taken measures to prevent the secret from becoming available to persons other than those selected by the owner to have access thereto for limited purposes.

 

Trademark

Any word, name, symbol, or device, or any combination thereof, that is adopted and used by a person to identify goods made and sold, or services rendered by the person. The trademark is used to distinguish the trademark holder’s goods or services from the goods or services of another.

 

Trade name

A name, other than the actual true name, of an entity under which the entity is authorized to transact business or conduct activities pursuant to the provisions of section 7-71-101, C.R.S.

 

Transfer

Includes and refers to an assignment, conveyance, lease, mortgage, deed, and encumbrance.

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Transmitting utility

A person primarily engaged in the business of:

  • Operating a railroad, subway, street railway, or trolley bus;
  • Transmitting communications electronically, electro magnetically, or by light;
  • Transmitting goods by pipeline or sewer; or
  • Transmitting or producing and transmitting electricity, steam, gas, or water.

 

True name

  1. With respect to an individual, the first name and surname of the individual.
  2. With respect to a domestic entity, the domestic entity name, if any, of the entity, or, if the entity does not have a domestic entity name, the name under which the entity transacts business or conducts activities in Colorado.
  3. With respect to a foreign entity, the functional equivalent of such a name for the foreign entity in the jurisdiction under the law of which it is formed.

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U

UCC

Uniform Commercial Code.

 

Uniform Commercial Code

A uniform law drafted by the National Conference of Commissioners on Uniform State Laws and the American Law Institute governing commercial transactions, sales and leasing of goods, transfer of funds, commercial paper, bills of lading, secured transactions, etc.

 

United States

Includes any district, authority, office, bureau, commission, department, and any other agency of the United States of America.

 

Unit owner's association

An entity created pursuant to part 3 of article 33.3 of title 38, C.R.S., or any functionally equivalent entity formed under any subsequently enacted statute of Colorado.

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V

Voluntary dissolution

The dissolution of a business entity which has been approved:

  • By those authorized to make such approval, depending on the form and status of the entity (i.e. shareholders, directors,   incorporators, members, partners, etc.) or
  • By the occurrence of an event specified in the entity's governing document(s) (i.e. articles, bylaws, operating   agreement, etc.)

 

Vote

Includes authorization by written ballot and written consent.

 

Voting group

All the shares of one or more classes or series that, under articles 101 to 117 of title 7, C.R.S. or under the Articles of Incorporation, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by articles 101 to 117 of title 7, C.R.S. or the Articles of Incorporation to vote generally on the matter are for that purpose a single voting group.

 

Voting member

Any person or persons who on more than one occasion, pursuant to a provision of a nonprofit corporation’s Articles of Incorporation or bylaws, have the right to vote for the election of a director or directors. A person is not a voting member solely by virtue of:

  • Any rights such person has as a delegate;
  • Any rights such person has to designate a director or directors; or
  • Any rights such person has as a director.

 

W

Withdrawal

The act of taking back or away something that has been granted or possessed.

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This glossary is intended as a tool to assist in the understanding of terms regularly used by the Business Division of the Colorado Secretary of State's office. This glossary is not intended to provide or replace the advice of legal counsel. More information about legal advice.