INSTRUCTIONS:
All words included in the glossary are organized
alphabetically. To look up a word in the glossary, simply
click on the first letter of the word you are seeking.This
glossary is under constant revision and new words and
terms are added regularly. If you have any suggestions,
comments, or questions, do not hesitate to email us at:
sos.business@sos.state.co.us
DISCLAIMER:
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.For more information
regarding the duties of the Business Division of the Secretary
of State, see "Doing Business
with the Business Division." For more information
about legal advice, click here.
ABATEMENT
The status resulting from the failure, omission or neglect
to perform a legal duty such as not filing an annual 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 also “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 a street address.
2. See also “Principal Office Address.”
3. See also “Registered Office 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 annual
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. Find a form
to reinstate an administratively dissolved profit or nonprofit
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
1. A report required to be delivered for filing annually
to the Secretary of State by a reporting entity.
2. An annual 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 a “Periodic Report.” Go to the FAQs on Annual Business Reports or E-file an Annual Business Report online.
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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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.
Division
of Banking
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 holiday, or federal legal holiday.
BUSINESS DEVELOPMENT CORPORATION
A corporation incorporated under the “Colorado Business
Development Corporation Act”, article 48 of title
7, C.R.S.
BUSINESS DIVISION
A division of the Secretary of State’s office to which
the Secretary of State has delegated the authority to index
business and commercial records. For more information about
the Business Division, read “Doing Business with the
Business Division.”
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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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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.
For more information read “Colorado’s
Central Filing System.”
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
ofexistence 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 an annual 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.
CONSTITUTENT 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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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 form 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
an annual 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 specificed
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 OF THE SECRETARY OF STATE
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 and name availability, see “Business
Names.” 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 dividence;
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 Coopertive 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 Parternship 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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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 CHATTLE PAPER
Chattel paper evidenced by a record or records consisting
of information stored in an electronic medium.
ELEMENT
A basic and essential part.
ELIGIBILE 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.For
information on Colorado business entity types, read “How
Do I Know Which Type of Business is Best for Me?”
ENTITY NAME
The name or title under which an entity chooses to transact
business. Search business entity names.
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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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 aquacultural 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 (ie. 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 OFFICE
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.E-File
a 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 entiy 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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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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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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IDENTICAL
Not similar, but 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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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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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 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
1. 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.
2. Limited Partnerships are not required to file annual
business reports with the Colorado Secretary of State.
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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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 managersrather 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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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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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 shouldn’t
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 opertion
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.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
See “Annual Business Report.”
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.For more information see
the FAQs about Prepaid Accounts. 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 investigatory 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, non conformity, 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.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.
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QUORUM
A majority of the entire body.
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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. See FAQ regarding Redaction of SSNs.
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 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 cancelled.
REVOKE
The act of taking back or away something that has been granted
or possessed. See also “Withdrawal.”
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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.
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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 partneship 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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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.
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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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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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 (ie. shareholders,
directors, incorporators, members, partners,
etc.) or
· By the occurrence of an event specified in the
entity's governing document(s) (ie. 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.
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WITHDRAWAL
The act of taking back or away something that has been granted
or possessed.
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Revised March 5, 2008 at 11:30 AM |