Legal Question in Business Law in Colorado

Definition of Incorporator

Recently our attorney filed the standard Sec. of State form (form 7.102.102.1)for the Articles of incorporation. (http://www.sos.state.co.us/pubs/business/main.htm then go to forms. In all sections he placed his name, including the paragraph which asks for the name and address of the ''incorporator'' and consent by the ''incorporator'' for the attorney to be the registered agent.

Is this an error by not including my client as the incorporator and is thereby making all current rights and obligations to the new corporation in the attorney and not my client? Is the ''incorporator'' the person who merely delivers the paperwork to the secretary of state(the attorney)or is it the person who opened the company (my client)?

My client also filled out a form transfering all assets from the old corp to this new corp. Does the attorney now retain legal title to those assets? Does he need to file an amendment to the Articles of Incorporation?

The statute is vague on the definition of incorporator (see 7-102-101)


Asked on 10/17/01, 6:17 pm

1 Answer from Attorneys
Louise Aron Attorney at Law

Registered Agent, Transfer of Assets and Incorporator

Louise Aron

Attorney at Law

Lakewood Office:

1536 South Ingalls

Lakewood, Colorado 80232 USA

(303) 922 7687

fax (303) 922-1370

Cherry Creek Office:

300 South Jackson #100

Denver, Colorado 80209 USA

(303) 780-7339

Satellite offices:

Boulder - 4450 Arapahoe Avenue, #100

DTC - 4610 South Ulster, #150

A TOLL FREE NUMBER is available to clients outside the Denver metro area.

My web site http://effectnet.com/la/

My email: [email protected]

LawGuru User

Dear LawGuru User:

I am confused by your LawGuru post, and with your references to "my client". Are you an attorney or C.P.A.? I would need clarification of your situation and to reread the corporation code carefully in order to answer your question with certainty.

It sounds like your attorney has not explained his or her actions.

I rarely act as registered agent (my clients do), and would not insert my name as registered agent unless this was discussed with the client.

I know of no "form" that transfers assets from one corporation to another. Again this is a transaction which requires discussion between you and your attorney.

However, I am usually not terribly concerned about who is named as the incorporator. The incorporator, in my experience, only becomes important if the corporation needs to dissolve before conducting business. In that event, the incorporator can accomplish the dissolution himself or herself.

Thank you for using LawGuru.

Sincerely,

Louise Aron

Attorney at Law

My web site http://effectnet.com/la/

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Answered on 11/23/01, 2:22 pm


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