Senate Bill 06-187
Senate Bill 06-187 changes the authority of members to
act for some limited liability companies. If the company’s articles of
organization specify that the management of the company is vested in one or
more managers, only a person or entity that has been designates as a manager
has statutory authority to act for the company. For companies whose
articles of organization provide that company management is vested in
members, now would be a good time to confirm that the company has designated
a manager.
In Senate Bill 06-187, the legislature also created
more protection from creditors for the owners of limited liability
companies. The new statute protects the owner of a limited liability
company from having to return to the company any reasonable salary that the
company may have paid to the owner, even if the company paid the salary at a
time when its liabilities exceeded the fair value of the company’s assets.
This will give owners greater assurance that the company can pay them a
reasonable salary for so long as the company may be in business, even if the
company has not current net worth.
The Senate Bill also reduces the need for
pre-formation agreements in which the parties agree to enter into operating
agreements. The bill changes the method and timing of the adoption of an
operating agreement by allowing the members to adopt an operating agreement
prior to forming the company by filing the articles of organization. This
change should reduce the need for pre-formation agreements to enter into
post-formation agreements.
The Colorado Real Estate Commission will soon begin
registering and regulating the activities of mortgage brokers. House Bill
06-1161 will require mortgage brokers to apply for registration and to
submit to background checks. The legislation provides for civil and
criminal penalties for those who violate the requirements of the act.
Senate Bill 06-070 will require companies and people
that lease personal property and who collect personal property taxes from
the lessee to account to the lessee for all personal property tax payments
at the end of the lease term. In the event that the lessor over collected
the tax, the lessor is required to refund the over collected amount to the
lessee within certain time periods.
Senate Bill 06-071 will create a registration
requirement and regulatory obligations for foreclosure consultants. The
legislation defines a foreclosure consultant broadly, including those who
provide assistance in dealing with the foreclosure process, salvaging credit
ratings, and negotiating with lenders and lienholders.
Department of Revenue adopts new regulation with broad
exemption from sales tax for software purchases. After many years of
consideration, the Colorado Department of Revenue recently adopted its final
regulation to address when a sale of computer software is subject to sales
tax and when the sale is exempt from the tax. The regulation will exempt
many, if not most, sales of computer software from sales tax. Keep in mind,
however, that home-rule cities do not follow state law and may still collect
sales tax on a sale of computer software that is exempt from the state tax.
