State of the Nonprofit Regulatory Environment in COLORADO
1 Bifurcation of charitable regulatory body
Bifurcated Regulatory Structure
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
CO Code § 6-16-104
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Yes - CRS § 6-16-104
Registration Office
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
BIFURCD-REGIOF-NS
REGULATORY BODY: Not Specific
NOTES: Colorado Secretary of State http://www.sos.state.co.us/pubs/charities/charitableHome.html
2 Notice, Filing or Review of Transactions
Sale of Assets
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-ASSETS-AG
REGULATORY BODY: Attorney General
NOTES: No
REPORTS-ASSETS-OT
REGULATORY BODY: Other
NOTES: No
Mergers
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-MERGER-AG
REGULATORY BODY: Attorney General
NOTES: No
CO Code § 7-131-103
REGULATORY BODY: Other
STATUTE TEXT: (1)After a plan of merger is approved, the surviving nonprofit corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of merger pursuant to section 7-90-203.7 . If the plan of merger provides for amendments to the articles of incorporation of the surviving nonprofit corporation, articles of amendment effecting the amendments shall be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. (2)Deleted by Laws 2002, Ch. 333, ss146, eff. Oct. 1, 2002; Laws 2002, Ch. 338, ss144, eff. July 1, 2002. (3)Repealed by Laws 2006, Ch. 192, ss87, eff. July 1, 2006. (4)After a plan of conversion is approved, the converting nonprofit corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of conversion pursuant to section 7-90-201.7 .
NOTES: File with Sec. of State C.R.S.A. § 7-131-103
Certificate of Amendments
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-AMMEND-AG
REGULATORY BODY: Attorney General
NOTES: No
CO Code § 7-130-105
REGULATORY BODY: Other
STATUTE TEXT: (1)A nonprofit corporation amending its articles of incorporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment stating: (a)The domestic entity name of the nonprofit corporation; and (b)The text of each amendment adopted. (c) to (f)Deleted by Laws 2005, Ch. 275, ss24, eff. Oct. 1, 2005.
NOTES: Yes - Sec. of State C.R.S.A. § 7-130-105
Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-FINANC-NS
REGULATORY BODY: Not Specific
NOTES: Financial Statement or 990
3 Notice or Action for Dissolutions
Voluntary Dissolutions
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
DISSOLV-VOLUNT-AG
REGULATORY BODY: Attorney General
NOTES: No
DISSOLV-VOLUNT-OT
REGULATORY BODY: Other
NOTES: Sec. of State Sec. 7-134-105; Court - if assets have not been disposed
Judicial Dissolutions
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
CO Code § 7-134-301
REGULATORY BODY: Attorney General
STATUTE TEXT: (1)A nonprofit corporation may be dissolved in a proceeding by the attorney general if it is established that: (a)The nonprofit corporation obtained its articles of incorporation through fraud; or (b)The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2)A nonprofit corporation may be dissolved in a proceeding by a director or member if it is established that: (a)The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the nonprofit corporation is threatened or being suffered; (b)The directors or those otherwise in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c)The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d)The corporate assets are being misapplied or wasted. (3)A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a)The creditor’s claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the nonprofit corporation is insolvent; or (b)The nonprofit corporation is insolvent and the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4)(a)If a nonprofit corporation has been dissolved by voluntary action taken under part 1 of this article: (I)The nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-134-105 ; and (II)The attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with section 7-134-105 , upon establishing the grounds set forth in subsections (1) to (3) of this section. (b)As used in sections 7-134-302 to 7-134-304 , a i proceeding to dissolve a nonprofit corporation i includes a proceeding brought under this subsection (4), and a idecree of dissolutioni includes an order of court entered in a proceeding under this subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision.
NOTES: C.R.S.A. § 7-134-301
CO Code § 7-134-304
REGULATORY BODY: Other
STATUTE TEXT: (1)If after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-134-301 exist, it may enter a decree dissolving the nonprofit corporation and stating the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state for filing pursuant to part 3 of article 90 of this title. (2)After entering the decree of dissolution, the court shall direct the winding up and liquidation of the nonprofit corporation’s activities in accordance with section 7-134-105 and the giving of notice to claimants in accordance with sections 7-90-911 and 7-90-912 . (3)The court’s order or decision may be appealed as in other civil proceedings.
NOTES: Decree filed with Sec. of State C.R.S.A. § 7-134-304
Administrative Dissolutions
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
DISSOLV-ADMINI-AG
REGULATORY BODY: Attorney General
DISSOLV-ADMINI-OT
REGULATORY BODY: Other
4 Notice, Oversight or Filing of Hospital Conversions
Has Statute
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
CO Code § 6-19-101
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: C.R.S. §§ 6-19-101 to 407
Requires Notice or Oversight
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
CO Code § 6-19-103
REGULATORY BODY: Attorney General
STATUTE TEXT:
NOTES: C.R.S. § 6-19-103
HOSPCON-OVERSI-OT
REGULATORY BODY: Other
NOTES: No
Requires Filing
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
HOSPCON-FILING-OT
REGULATORY BODY: Other
NOTES: No
5 Audits
Requires Audit
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
AUDITFI-AUDITS-NS
REGULATORY BODY: Not Specific
NOTES: No
Audit Threshold
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
AUDITFI-THRESH-NS
REGULATORY BODY: Not Specific
6 Registration Law
Registration Law
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
CO Code § 6-16-101
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: C.R.S.A. § 6-16-101 et seq.
7 Exemptions from Registering for Specific Organization Types
Religious Organizations
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
CO Code § 6-16-104(6)(a)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: C.R.S.A. § 6-16-104(6)(a) (exemption from the requirement to register is for churches that are not required to file a 990 with the IRS (not all religious organizations))
Small organizations
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
CO Code § 6-16-104(6)(c)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: C.R.S.A. § 6-16-104(6)(c) ($25k OR 10 contributors)
Educational Institutions
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-EDUCAT-NS
REGULATORY BODY: Not Specific
NOTES: NO
Governmental Organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-GOVMNT-NS
REGULATORY BODY: Not Specific
NOTES: NO
Hospitals
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-HOSPIT-NS
REGULATORY BODY: Not Specific
NOTES: NO
Veterans organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-VETERA-NS
REGULATORY BODY: Not Specific
NOTES: NO
Foundations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDYES-NS
REGULATORY BODY: Not Specific
NOTES: NO
Foundations that don’t solicit contributions
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDNOS-NS
REGULATORY BODY: Not Specific
NOTES: NO
Charitable Trusts
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-CTRUST-NS
REGULATORY BODY: Not Specific
NOTES: NO
Parent-Teacher Organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-PTOEDU-NS
REGULATORY BODY: Not Specific
NOTES: NO
Reports to congress
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-CONGRE-NS
REGULATORY BODY: Not Specific
NOTES: NO
Non-soliciting
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
CO Code § 6-16-104(6)(c)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: C.R.S.A. § 6-16-104(6)(c)
Fraternal/ Membership
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-MEMFRA-NS
REGULATORY BODY: Not Specific
NOTES: NO
Political Orgs
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
CO Code § 6-16-104(6)(b)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: C.R.S.A. § 6-16-104(6)(b)
Other
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
CO Code § 6-16-104(6)(d))
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Specific beneficiaries (C.R.S.A. § 6-16-104(6)(d))
8 Defined remedies
Dissolution
Regulatory Action: REMEDY
YES: A regulation is defined in the state
CO Code § 7-134-301
REGULATORY BODY: Not Specific
STATUTE TEXT: (1)A nonprofit corporation may be dissolved in a proceeding by the attorney general if it is established that: (a)The nonprofit corporation obtained its articles of incorporation through fraud; or (b)The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2)A nonprofit corporation may be dissolved in a proceeding by a director or member if it is established that: (a)The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the nonprofit corporation is threatened or being suffered; (b)The directors or those otherwise in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c)The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d)The corporate assets are being misapplied or wasted. (3)A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a)The creditor’s claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the nonprofit corporation is insolvent; or (b)The nonprofit corporation is insolvent and the nonprofit corporation has admitted in writing that the creditor’s claim is due and owing. (4)(a)If a nonprofit corporation has been dissolved by voluntary action taken under part 1 of this article: (I)The nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-134-105 ; and (II)The attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with section 7-134-105 , upon establishing the grounds set forth in subsections (1) to (3) of this section. (b)As used in sections 7-134-302 to 7-134-304 , a i proceeding to dissolve a nonprofit corporation i includes a proceeding brought under this subsection (4), and a idecree of dissolutioni includes an order of court entered in a proceeding under this subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision.
NOTES: C.R.S.A. § 7-134-301
Removal of Board Members
Regulatory Action: REMEDY
YES: A regulation is defined in the state
CO Code § 24-31-101
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Colo. Rev. Stat. Ann. § 24-31-101; Colo. Rev. Stat. Ann. § 15-1-1001
CO Code § 15-1-1001
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Colo. Rev. Stat. Ann. § 24-31-101; Colo. Rev. Stat. Ann. § 15-1-1001
9 Oversight of professional fundraisers
Does the state require registration by commercial fundraisers?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
FNDRAZE-COMREG-NS
REGULATORY BODY: Not Specific
NOTES: C.R.S. 6-16-104.3
Does the state require registration by fundraising counsel?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-COUNSL-NS
REGULATORY BODY: Not Specific
NOTES: Only requires registration if org has custody of the contributions. C.R.S. 6-16-104.3
Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
FNDRAZE-VENTUR-NS
REGULATORY BODY: Not Specific
NOTES: Disclosure requirements apply where ” a commercial coventurer reasonably expects that more than one-half of all proceeds of a solicitation campaign will be derived from transactions within the state of Colorado.” C.R.S. 6-16-110
Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
FNDRAZE-NOTICE-NS
REGULATORY BODY: Not Specific
NOTES: Paid solicitors must file contract for each campaign 15 days before the start of each campaign: C.R.S. 6-16-104.6
Does the state require specified disclosures to donors?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
FNDRAZE-DDONOR-NS
REGULATORY BODY: Not Specific
NOTES: C.R.S. 6-16-105
Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
FNDRAZE-CNTRCT-NS
REGULATORY BODY: Not Specific
NOTES: At the request of the Secretary of State: C.R.S. 6-16-104.3
Does the state require annual financial reporting by commercial fundraisers?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
FNDRAZE-ANNUAL-NS
REGULATORY BODY: Not Specific
NOTES: “Within ninety days after a solicitation campaign has been concluded, and on the anniversary of the commencement of a solicitation campaign lasting more than one year, the professional fundraising consultant shall provide to the charitable organization a financial report of the campaign, including gross proceeds and an itemization of all expenses or disbursements for any purpose. The report shall be signed by the professional fundraising consultant or, if the professional fundraising consultant is not an individual, by an authorized officer or agent of the professional fundraising consultant, who shall certify that the financial report is true and complete to the best of the person’s knowledge. The professional fundraising consultant shall provide a copy of the report to the secretary of state upon request.” C.R.S. 6-16-104.3 (9)
Does the state require bonding of professional fundraisers?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
FNDRAZE-BONDNG-NS
REGULATORY BODY: Not Specific
NOTES: Yes: before any paid solicitor registered, must file with SoS evidence of a savings account, deposit, or certificate of deposit OR a bond in the amount of $15k; Colo. Rev. Stat. Ann. 6-16-104.6