(2) A foreign nonprofit corporation shall not be considered to be conducting affairs in this state within the meaning of subsection (1) of this section by reason of carrying on in this state any one or more of the following activities:
    (a) Maintaining, defending, or settling in its own behalf any proceeding or dispute;
    (b) Holding meetings of its board of directors or members or carrying on other activities concerning internal corporate affairs;
    (c) Maintaining bank accounts;
    (d) Maintaining offices or agencies for the transfer, exchange, and registration of memberships or securities, or maintaining trustees or depositaries with respect to those memberships or securities;
    (e) Selling through independent contractors;
    (f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
    (g) Creating, as borrower or lender, or acquiring indebtedness, mortgages, or other security interests in real or personal property;
    (h) Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;
    (i) Owning, without more, real or personal property;
    (j) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;
    (k) Conducting affairs in interstate commerce;
    (l) Granting funds;
    (m) Distributing information to its members.

(3) The list of activities in subsection (2) of this section is not exhaustive.

(4) Nothing in this section shall limit or affect the right to subject a foreign nonprofit corporation which does not, or is not required to, have authority to conduct affairs in this state to the jurisdiction of the courts of this state or to serve upon any foreign nonprofit corporation any process, notice, or demand required or permitted by law to be served upon a nonprofit corporation pursuant to sections 13-1-124 and 13-1-125, C.R.S., or any other provision of law not in articles 121 to 137 of this title or pursuant to the applicable rules of civil procedure.

(2) A foreign nonprofit corporation that conducts affairs in this state without authority shall be liable to this state in an amount equal to all fees imposed by articles 121 to 137 of this title or prior law that would have been paid for all years or portions thereof during which it conducted affairs in this state without authority, plus all penalties imposed by this state for failure to pay such fees. No application for authority to conduct affairs shall be filed until payment of the amounts due under this subsection (2) is made.

(3) A foreign nonprofit corporation that conducts affairs in this state without authority shall be subject to a civil penalty, payable to this state, not to exceed five thousand dollars.
Each officer of a foreign nonprofit corporation who authorizes, directs, or participates in the conduct of affairs in this state without authority, and each agent of a foreign nonprofit corporation who conducts affairs in this state on behalf of a foreign nonprofit corporation that does not have such authority, shall be subject to a civil penalty payable to this state not to exceed one thousand dollars.

(4) The amounts due to this state under the provisions of this section, including the civil penalties set forth in subsection (3) of this section, may be recovered in an action brought by the attorney general in the district court in and for the city and county of Denver.
Upon a finding by the court that a foreign nonprofit corporation or any of its officers or agents has conducted affairs in this state in violation of this article, the court shall issue, in addition to or in lieu of the imposition of a civil penalty, an injunction restraining the further conduct of affairs of the foreign nonprofit corporation and the further exercise of any corporate rights and privileges in this state.
The foreign nonprofit corporation shall be enjoined from conducting affairs in this state until all civil penalties plus any interest and court costs which the court may assess have been paid, and until the foreign nonprofit corporation has otherwise complied with the provisions of this article.

(5) Notwithstanding subsection (1) of this section, the failure of a foreign nonprofit corporation to have authority to conduct affairs in this state does not impair the validity of its corporate acts or prevent it from defending any proceeding in this state.

(2) The foreign nonprofit corporation shall deliver with the completed application for authority to conduct affairs a certificate of existence, or a document of similar import, duly authenticated by the secretary of state or other official having custody of corporate records in the state or country under whose law it is incorporated.
Such certificate shall be dated no later than ninety days before the filing of the application for authority to conduct affairs.

(3) The foreign nonprofit corporation shall include in the application for authority to conduct affairs, or in an accompanying document, written consent to appointment by its designated registered agent.

(2) The requirements of section 7-135-103 for filing an original application for authority to conduct affairs also apply to filing an amended application for authority to conduct affairs under this section.

(2) A foreign nonprofit corporation which has authority to conduct affairs in this state has the same rights and privileges as, but no greater rights or privileges than, and, except as otherwise provided by articles 121 to 137 of this title, is subject to the same duties, restrictions, penalties, and liabilities now imposed on or later to be imposed on, a domestic nonprofit corporation of like character.

(3) Articles 121 to 137 of this title do not authorize this state to regulate the organization or internal affairs of a foreign nonprofit corporation authorized to conduct affairs in this state.

(2) A foreign nonprofit corporation may obtain authority to conduct affairs in this state with a name the same as, or deceptively similar to, a name otherwise not available under subsection (1) of this section if the foreign nonprofit corporation delivers to the secretary of state for filing either:
    (a) The written consent of the holder of the name to use the same or a deceptively similar name if one or more words are added, altered, or deleted to make the name distinguishable on the records of the secretary of state from the other name; or
    (b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the foreign nonprofit corporation to use such name in this state.

(3) If a foreign nonprofit corporation authorized to conduct affairs in this state under its corporate name changes its corporate name to one that does not satisfy the requirements of the provisions of this section, it may not conduct affairs in this state under its corporate name as changed, and it shall use an assumed corporate name and deliver to the secretary of state for filing an amended application for authority to conduct affairs pursuant to section 7-135-104.

(2) A foreign nonprofit corporation registers its corporate name by delivering to the secretary of state for filing an application for registration:
    (a) Setting forth its corporate name, the state or country and date of its incorporation, and a brief description of the nature of the activities in which it is engaged; and
    (b) Accompanied by a certificate of existence, or a document of similar import, from the state or country of its incorporation.

(3) Registration of the corporate name of a foreign nonprofit corporation shall have the effect provided in section 7-124-101 (2).

(4) A foreign nonprofit corporation which has in effect a registration of its corporate name may renew such registration for the following year by delivering to the secretary of state for filing, on or before December 31 of the preceding year, a renewal application for registration which complies with the requirements of this section. When filed, the renewal application for registration renews the registration for the following year.

(5) A foreign nonprofit corporation which has in effect a registration of its corporate name may assign such registration to another foreign nonprofit corporation by delivery to the secretary of state for filing of an assignment of the registration that states the registered name, the name of the foreign nonprofit corporation, and the name of the assignee concurrently with the delivery to the secretary of state for filing of the assignee's application for registration of the name as the corporate name of the assignee.

(6) A foreign nonprofit corporation which has in effect a registration of its corporate name may terminate the registration at any time by delivering to the secretary of state for filing a statement of termination setting forth its corporate name and stating that its registration of the same is terminated.

(2) A foreign nonprofit corporation shall not serve as its own registered agent.

(2) If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any foreign nonprofit corporation for which the registered agent is the registered agent by giving written notice to the foreign nonprofit corporation of the change and executing, either manually or in facsimile, and delivering to the secretary of state for filing, a statement of change that complies with the requirements of subsection (1) of this section and recites that notice of the change has been given to the foreign nonprofit corporation.

(2) After filing the statement of resignation, the secretary of state shall deliver one copy together with the receipt for filing fees, if any, to the registered office of the foreign nonprofit corporation and the other copy to the principal office of the foreign nonprofit corporation.

(3) The agency appointment is terminated, and the registered office discontinued if so provided, on the thirty-first day after the date that the statement of resignation was filed.

(2) If a foreign nonprofit corporation authorized to conduct affairs in this state has no registered agent, or the registered agent cannot with reasonable diligence be served, the foreign nonprofit corporation may be served by registered or certified mail, return receipt requested, addressed to the foreign nonprofit corporation at its principal office. Service is perfected under this subsection (2) at the earliest of:
    (a) The date the foreign nonprofit corporation receives the process, notice, or demand;
    (b) The date shown on the return receipt, if signed on behalf of the foreign nonprofit corporation; or
    (c) Five days after mailing.

(3) This section does not prescribe the only means, or necessarily the required means, of serving a foreign nonprofit corporation authorized to conduct affairs in this state.

(2) A foreign nonprofit corporation authorized to conduct affairs in this state shall apply for withdrawal by delivering to the secretary of state for filing an application for withdrawal setting forth:
    (a) Its corporate name and its assumed corporate name, if any;
    (b) The address of its principal office or, if none is to be maintained, a statement that the foreign nonprofit corporation will not maintain a principal office, and, if different from the address of the principal office or if no principal office is to be maintained, the address to which service of process may be mailed pursuant to section 7-135-202;
    (c) The name of the state or country under whose law it is incorporated;
    (d) That it is not conducting affairs in this state and that it surrenders its authority to conduct affairs in this state;
    (e) All trade or assumed names used by it pursuant to section 7-71-101, together with a statement that the same are to be canceled; and
    (f) Such additional information as the secretary of state determines is necessary or appropriate to determine whether the foreign nonprofit corporation is entitled to withdraw and to determine and assess any unpaid taxes, fees, and penalties payable by it as prescribed in articles 121 to 137 of this title.

(3) If a foreign nonprofit corporation delivers to the secretary of state an application for withdrawal before the date on which a corporate report is due, and the application for withdrawal is filed within thirty days after the date of its delivery to the secretary of state, the foreign nonprofit corporation shall be relieved of its obligation to file such corporate report or pay the fee therefor.

(2) Service effected pursuant to paragraph (b) of subsection (1) of this section is perfected at the earliest of:
    (a) The date the withdrawn foreign nonprofit corporation receives the process, notice, or demand;
    (b) The date shown on the return receipt, if signed on behalf of the withdrawn foreign nonprofit corporation; or
    (c) Five days after mailing by first class mail.

(3) Subsection (1) of this section does not prescribe the only means, or necessarily the required means, of serving a withdrawn foreign nonprofit corporation.

(2) If the foreign nonprofit corporation does not correct each ground for revocation, or demonstrate to the reasonable satisfaction of the secretary of state that each such ground does not exist, within sixty days after mailing of the notice specified in subsection (1) of this section, the secretary of state may revoke the foreign nonprofit corporation's authority to conduct affairs in this state. The secretary of state shall mail by first class mail written notice of the revocation, stating the effective date thereof, to the foreign nonprofit corporation and shall mail a copy of such notice to the last registered agent of the foreign nonprofit corporation.

(3) Revocation of a foreign nonprofit corporation's authority to conduct affairs in this state terminates the authority of the registered agent of the foreign nonprofit corporation.

(4) Upon the revocation of a foreign nonprofit corporation's authority to conduct affairs in this state, the secretary of state shall be the foreign nonprofit corporation's agent for service of process in any proceeding based on a cause of action which arose during the time the foreign nonprofit corporation conducted affairs in this state or was authorized to conduct affairs in this state.
Service of process on the secretary of state under this subsection (4) is service on the foreign nonprofit corporation.
Upon receipt of process, the secretary of state shall deliver a copy of the process to the foreign nonprofit corporation at its principal office.

(2) The court may summarily order the secretary of state to reinstate the authority of a foreign nonprofit corporation to conduct affairs in this state or may take any other action the court considers appropriate.

(3) The court's order or decision may be appealed as in other civil proceedings.