Legal Question in Business Law in Colorado

Re: Reinstate dissolved company

Morning,

You need to review the provisions of CRS Section 7-90-1002 of the Colorado Business Corporation Act.

Reinstatement allows the original shareholders and board to elect to reinstate the company. It is not meant for some unrelated company or persons to try to act as the original entity. So, if you try to "assign" this ownership you are open to a suit by the original owners and this is also not allowed under the statutes.

If this entity is dissolved the name may be available to use so you would just file for a new company under that name. Remember, just because a name is available on the state level does not mean that this name is not already trademarked by another party.

It is advisable to talk to an attorney in this situation and especially if this company you represent has more than one prospective owner because you should have an agreement at the outset to determine voting, distribution and other rights. Good luck.