Colorado Lawmakers Add New Chapter to State's Uniform Commercial Code to Address Digital Assets

By Eric Geringswald | CSC

Colorado Laws Governing Business Entities Annotated

Colorado's General Assembly added or amended more than 70 sections of the state’s business entity laws during the 2023 legislative session, including a new chapter of the Uniform Commercial Code (UCC) establishing rules for transactions involving digital assets, including virtual currencies, NFTs, and electronic promises to pay.

The new UCC chapter incorporates the 2022 amendments to the UCC drafted by the Uniform Law Commission (ULC) to address emerging technologies by:

• Amending the definitions of "conspicuous," "send," and "sign"
• Adding the definition of "electronic"
• Changing current references to "writing" or "written" to refer instead to a "record"

The 2022 ULC amendments update the provisions of the UCC related to secured transactions by:

• Addressing security interests and rights to payment related to controllable electronic records
• Specifying how to perfect security interests in controllable accounts and controllable payment intangibles
• Updating the definition of "chattel paper" to distinguish between a right to payment and the record evidencing the right to payment
• Creating a new definition of "assignee" and "assignor"

The chapter also creates a new article within the UCC that governs controllable electronic records, including the transfer of property rights in certain intangible digital assets that have been or may be created and may involve the use of new technologies.

These and other updates are captured in the 2023 edition of CSC Publishing’s Colorado Laws Governing Business Entities Annotated. This latest edition contains Colorado’s Title 7—Corporations and Associations along with related statutes. Changes are captured in the book’s Table of Sections Affected, and Blackline Amendment Notes indicate precisely how the laws have changed. The book also includes a summary of the business entity law highlights coming out of the 2023 session.

The 2023 edition is annotated with the latest case notes interpreting Colorado business entity law, and includes an up-to-date Fee Schedule for Colorado business entity filings. Readers can also access more than 60 Colorado business forms for incorporation/formation, qualification, mergers, dissolution, and name reservation for all entity types via the LexisNexis® Store download center.

These features make Colorado Laws Governing Business Entities Annotated a valued resource for corporate attorneys, in-house counsel, and C-suite executives, as well as solo practitioners and general practice firms who advise Colorado small businesses.

Colorado Governing Business Entities Annotated is available as a softbound book or as an eBook, compatible with dedicated eReader devices, computers, tablets and smartphones that use eReader software or applications. It's also available on the LexisNexis® Digital Library.

Colorado practitioners may also be interested in CSC’s Wyoming Laws Governing Business Entities Annotated. This annually updated collection of annotated statutes is an essential resource for business and legal professionals in Wyoming.