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Guide to Doing BusinessColoradoPrepared by Lex Mundi member firm,Davis Graham & Stubbs LLPThis guide is part of the Lex Mundi Guides to Doing Business series whichprovides general information about legal and business infrastructures injurisdictions around the world. View the complete series at:www.lexmundi.com/GuidestoDoingBusiness.Lex Mundi is the world’s leading network of independent law firmswith in-depth experience in 100 countries. Through close collaboration,our member firms are able to offer their clients preferred access to morethan 21,000 lawyers worldwide – a global resource of unmatched breadthand depth.Lex Mundi – the law firms that know your markets.www.lexmundi.com
Davis Graham & Stubbs LLPGUIDE TO DOING BUSINESSIN COLORADO 2017 Davis Graham & Stubbs LLP 1550 17th Street, Suite 500 Denver, CO 80202 303.892.9400 fax 303.893.1379 dgslaw.com
TABLE OF CONTENTSBUSINESS ORGANIZATIONS .1Corporations. 1Bylaws . 2Management and Control. 2Liability of Members, Directors, and Officers . 2Merger . 3Recordkeeping and State Reports . 3Partnerships. 3General Partnerships . 4Formation. 4Filing. 4Management. 4Liability . 4Limited Partnerships. 4Formation. 5Liability . 5Limited Liability Partnerships . 5Formation. 5Management. 6Liability . 6Limited Liability Limited Partnership. 6Nonprofit Corporations and Cooperatives. 6Formation. 6Incorporation . 6Incorporators . 7Articles of Incorporation . 7Management and Control. 7Liability of Members, Directors, and Officers . 8Dissolution . 8Recordkeeping and State Reports . 9Other Alternatives . 9Foreign Entity Authority. 9Branch Offices . 10Independent Distributors. 10Page i
TABLE OF CONTENTS (continued)Licensing. 10Franchising . 10Sales Representatives . 10Applicability of State Usury Laws . 10DISPUTE RESOLUTION .11Federal Court System . 11Colorado State Court System . 12Alternative Dispute Resolution . 13ENVIRONMENTAL LAW .13Federal Regulation. 14Hazardous Waste . 14Air Quality . 15Water Quality. 15Colorado Regulation. 15Solid and Hazardous Wastes. 15Voluntary Cleanup Program & Brownfields Program . 16Water Quality. 16Storage Tanks. 17Asbestos-Contaminated Soil . 17Air Pollution . 18Air Pollutant Emission Notices. 18Construction Permit. 18Operating Permit . 18Water Rights. 19Ownership. 19Initiation and Administration. 20Ground Water Use . 20Produced Water from Oil and Gas Operations. 20FINANCING INVESTMENTS .21Banking Institutions. 21Offerings of Securities . 21Colorado Regulation of Securities Offerings. 22Registration Requirement. 22Registration Exemptions . 22Registration Provisions . 23Page ii
TABLE OF CONTENTS (continued)Registration by Qualification . 24Broker-Dealer and Investment Advisor Registration . 24Anti-Fraud Provisions . 26INTELLECTUAL PROPERTY.27Trademarks. 27Selection of Trademark. 27Advantages of Trademark Registration . 28Federal Registration Application Process . 28Post-Certificate Federal Procedures . 28Colorado Trademark Registration. 29Trade Secrets. 29Federal Protection of Trade Secrets . 29Colorado Protection of Trade Secrets. 29LABOR & EMPLOYMENT.31Employment Relationships. 31At-Will Employment. 31Temporary Employment and Consulting Relationships. 31Employment & Non-Compete Agreements. 32Government Contractors . 33Hiring Process . 33Applications, Interviewing, Reference Checks, and Background Checks. 33Prohibition Against “Luring” Employees. 34Verification of Legal Work Status. 34Employing Foreign Personnel. 34Permanent Residency . 35Temporary Visas . 35Business Visitors (B-1) and Pleasure Visitors (B-2) Visas . 35Student Visas (F-1 or M-1) . 35Exchange Visitor Visas (J-1). 35NAFTA Professional (TN) Visas. 35Specialty Occupation (H-1B) Visas . 36Treaty Trader (E-1) and Treaty Investor (E-2) Visas. 36Austrialian Specialty Professional (E-3) Visas . 36Intra-company Transferee (L-1A/L-1B) Visas. 36Extraordinary Ability or Achievement (O) Visas. 36Page iii
TABLE OF CONTENTS (continued)Athletes/Group Entertainers (P-1) and Reciprocal Exchange Program (P-2) Visas . 36Compensation . 36Wages. 37Bonuses. 38Wage Taxes . 38Mandatory Benefits. 38Workers’ Compensation . 38Unemployment Insurance . 38Leaves of Absence. 38Family & Medical Leave Act . 38Domestic Abuse Leave . 39Voluntary Benefits. 39Paid Time Off. 39Health, Disability, and Retirement Plans . 40Anti-Discrimination Laws. 40Title VII of the Civil Rights Act of 1964. 41Age Discrimination in Employment Act . 41Americans with Disabilities Act. 41Pregnancy Discrimination Act. 42Equal Pay Act. 42Uniformed Services Employment and Reemployment Rights Act . 42Genetic Information Nondiscrimination Act. 42Colorado Anti-Discrimination Act . 42Lawful Off-Duty Conduct . 43Employment Policies and Employee Handbooks . 43Nondiscrimination. 43Harassment . 43Disciplinary Process. 44Leaves. 44Injury and Illness Prevention. 44Workplace Violence . 44Termination or Reduction of Employment. 44Pay Upon Termination . 45Severance Agreements and Releases . 45Unemployment Compensation. 45Page iv
TABLE OF CONTENTS (continued)Continuation of Health Insurance . 46Federal COBRA Coverage . 46Colorado “Mini-COBRA” Coverage . 47Employee Records . 47Following Termination of Employment . 48Other Records Retention Periods . 48MINING .49Coal Mining. 49Mining for Hardrock Minerals . 50Uranium Mining. 53Oil Shale Development . 53Mine Safety. 54OIL & GAS DEVELOPMENT.54Colorado Oil and Gas Conservation Commission . 55Permitting. 55Surface Damages – Accommodation. 56Spacing and Pooling. 56Oil and Gas Land Issues . 57Record Repositories for Oil and Gas Title Examination . 57County Clerk. 57Assessor and Treasurer. 57District and County Court Records. 57Colorado State Land Board . 57Colorado State Office of the Bureau of Land Management . 57Recording Issues . 57Nature of Oil and Gas Interests . 58Oil and Gas Estate . 58Leasehold Estate . 58Non-Participating Royalty . 58Oil and Gas Lease Issues. 59Affidavit of Extension. 59Statutory Release of Oil and Gas Lease . 59Royalty Clause – Post Production Costs. 59Garman v. Conoco, 886 P.2d 652 (Colo. 1994) . 59Rogers v. Westerman Farm Co., 29 P.3d 887 (Colo. 2001) . 59Page v
TABLE OF CONTENTS (continued)Statutory Payment Requirements .
TN holders are granted a period of stay of up to three years for specific employers and other employment is not allowed without prior approval by the Department of Homeland Security. Canadian citizens need not apply for a TN visa at a U.S. consulate; they may apply for a TN visa at the same time they apply for entry into the U.S. at
