Attorney General of Colorado — Opinion
November 13, 1980
RE: Dissolution of a corporation by operation of law
J.D. MacFARLANE, Attorney General
Hon. Mary Estill Buchanan Colorado Secretary of State 1575 Sherman St. Denver, CO 80203
Dear Ms. Buchanan:
I am writing in response to your October 15, 1980 letter requesting an attorney general’s opinion on the proper interpretation of the time when a corporation is dissolved by operation of law pursuant to C.R.S. 1973, 7-8-113(6) and (7) (Supp. 1979).
QUESTION PRESENTED AND CONCLUSION
You have asked the following question:
Upon what date should a corporation that is declared defunct in December, 1977, be dissolved by operation of law under C.R.S. 1973, 7-8-113(6) and (7) (Supp. 1979).
It is my conclusion that any corporation which was declared defunct on or before July 1, 1978 shall be dissolved by January 1, 1981.
ANALYSIS
C.R.S. 1973, 7-8-113(6) and (7) (Supp. 1979) provide as follows:
7-8-113. (6) Commencing on January 1, 1979, and continuing thereafter on January 1 of each successive year, corporations which were suspended for the preceding three-year period under the provisions of sections 7-3-111 and 7-10-109 shall be dissolved by operation of law without the necessity of any other action under the provisions of this section and sections 7-8-114 and 7-8-115.
(7) Any corporation which, on July 1, 1978, had been declared defunct under any prior provision of law but had not, prior to said date, been dissolved by operation of law or otherwise shall be deemed to have been suspended within the meaning of subsection (6) of this section from the time such corporation was so declared defunct and shall be dissolved by operation of law as provided in subsection (6) of this section; but no such corporation shall be dissolved pursuant to said subsection (6) prior to January 1, 1981, or five years after the date it so became defunct under prior law, whichever is earlier.
Under the fact pattern you have presented, a corporation deemed defunct in December 1977, shall, after July 1, 1978, be deemed to have been suspended since December 1977, and is subject to being dissolved by operation of law. However, the specific time limitation set forth in subsection (7) provides that “no such corporation shall be dissolved . . . prior to January 1, 1981 or five years after the date it so became defunct . . .whichever is earlier.” (Emphasis added.) In the instant case, January 1, 1981 is earlier than the date five years after the date said corporation was deemed defunct, December 1982. Therefore, construing subsection (6) and subsection (7) together, the corporation in question, 1) shall be deemed to have been suspended from December, 1977 and 2) shall in December 1980, have been suspended for the preceding three year period, and therefore 3) shall be dissolved by operation of law on January 1, 1981.
SUMMARY
It is therefore my conclusion that a corporation deemed defunct in December, 1977 shall be dissolved by operation of law on January 1, 1981 under the provisions of C.R.S. 1973, 7-8-113(6) and (7) (Supp. 1979).
Very truly yours,
J.D. MacFARLANE Attorney General
CORPORATIONS
C.R.S. 1973, 7-8-113(6) and (7)
SECRETARY OF STATE DEPT. Corporation, Div. of
Corporations declared defunct under prior law on or before July 1978 shall be dissolved 5 years after date, or January 1, 1981, whichever is earlier.