What Representations and Warranties Insurance Requirements Apply in Colorado?

Colorado’s current 2026 statutes require shareholder approval for a corporation’s out-of-course sale of all or substantially all property, while a statutory merger vests merging entities’ obligations in the survivor. Colorado sets three years for both contract actions and fraud or misrepresentation actions, with discovery-based accrual rules; those lawsuit limits remain separate from negotiated indemnity survival and insurer reporting terms.

What Is Representations and Warranties Insurance?

Representations and warranties insurance can cover a buyer’s or seller’s loss from inaccurate statements in a stock or asset purchase agreement. For a business sale, check who is insured, who can recover and how known issues are treated. Read the national Representations and warranties guide.

What to Watch for With Representations and Warranties in Colorado

Sale And Subsidiary Consent
Colorado §7-112-102 requires board proposal and shareholder approval for an out-of-course disposition of all or substantially all corporate property; the section also reaches a corporation’s consent to a controlled entity’s major disposition when that entity’s interests represent substantially all of the corporation’s property. Ask counsel which entity owns the sold assets and whether the parent’s consent is itself an approval matter. ¹
Merger Successor Liability
Under §7-90-204, a merger vests the merging entities’ obligations in the survivor; an owner liable solely because it owned a merging entity can remain liable for obligations incurred before merger unless the contract says otherwise. Match the policy’s entity schedule and the agreement’s indemnitor to the plan’s actual survivor and any expressly retained seller liability. ¹
Fraud And Contract Periods
Colorado §13-80-101 gives contract and fraud or misrepresentation actions three years after accrual; §13-80-108 places fraud accrual at discovery and contract breach accrual at discovery or when it reasonably should be discovered. Ask deal counsel to distinguish those lawsuit periods from rep survival, indemnity deadlines, and the policy’s notice/reporting trigger. ²

Providers With Colorado License Records

These providers publish a national listing for Representations and warranties; the license records below name the licensed entities and roles. Some records rely on company-reported information rather than independent regulator verification. A national listing does not confirm the product is available in Colorado. Check the regulator’s license lookup and confirm state availability for your business when requesting a quote.

Corgi
Insurance producer · checked 2026-09-28
Corgi Insurance Services, Inc.
Corgi’s company producer-license table lists 50 jurisdictions: 49 states and the District of Columbia, including DC license 3003091619. New Mexico does not appear in the table and is not included here; the omission does not establish that Corgi is unlicensed there. The company-reported table has no stated as-of date and does not establish product availability. ¹³
Corgi lists representations and warranties insurance for M&A buyers and sellers.

Who Regulates Insurance in Colorado?

Colorado Division of Insurance

The Division administers Colorado insurance laws and regulates insurers and insurance producers. You can search producer licenses through Colorado’s official DORA lookup and send insurance complaints to the Division. ^5,^6,⁷

Website: Regulator website
License lookup: Search licensed producers
Complaints: File a complaint
Phone: (303) 894-7499

Surplus-Lines Tax and Stamping Office in Colorado

Reported tax rate. 3% of net premium ^8,^10,⁹

When Colorado is the insured’s home state, its surplus-lines tax is 3% of taxable premium. The Colorado Surplus Lines Association says insurer or broker fees charged in connection with the placement are included in the tax base; federal or other-state taxes and examination fees are excluded. For multistate risks, a tax-sharing agreement may allocate premium tax to other states.

Questions to Ask Before You Buy Representations and Warranties in Colorado

Which Colorado entity owns the operating assets, and could the parent’s consent to a subsidiary sale require its own shareholder approval?
Does the final merger plan identify the same surviving entity that appears in the policy schedule and indemnity provisions?
How do the agreement’s fraud carve-out and contractual claim procedure interact with Colorado’s three-year lawsuit periods?
Which policy deadline requires notice of a claim, and is it different from the seller’s representation survival date?

Representations and Warranties Insurance in Colorado: FAQ

Does Colorado require shareholders to approve a sale of substantially all corporate property?

Yes, when the sale is outside the corporation’s usual and regular course: the board must propose it and shareholders must approve it. The statute also covers some parent-company consents to a subsidiary’s major asset sale. ¹

How long do Colorado contract and fraud claims have?

Colorado generally provides three years after accrual for contract actions and fraud or misrepresentation actions; fraud accrues on discovery, and contract breach accrues when discovered or reasonably discoverable. These periods do not establish an R&W policy’s reporting deadline. ²

Sources for Representations and Warranties Insurance in Colorado

1
Colorado Revised Statutes 2026, Title 7: Corporations and Associations. Colorado General Assembly, Office of Legislative Legal Services; §§7-112-101–102, 7-90-204, pp. 850–852, 615–616. Accessed 2026-09-28.
2
Colorado Revised Statutes 2026, Title 13: Courts and Court Procedure. Colorado General Assembly, Office of Legislative Legal Services; §13-80-101(1)(a), (c), §13-80-108(3), (6), pp. 1438–1439, 1509–1510. Accessed 2026-09-28.
3
2026 CRS Titles for Download. Colorado General Assembly, Office of Legislative Legal Services; Page note: 2026 titles are current with changes enacted through the 75th General Assembly’s Second Regular Session. Accessed 2026-09-28.
4
Red Book 2026. Colorado General Assembly, Office of Legislative Legal Services; 2026 statutory amendment table; reviewed for the sections cited above. Accessed 2026-09-28.
5
Colorado Division of Insurance. Colorado Department of Regulatory Agencies; Official insurance regulator homepage; DOI oversight and consumer resources. Accessed 2026-09-28.
6
DORA Online Services. Colorado Department of Regulatory Agencies; Official DORA online services portal; select Online License Verification and insurance profession. Accessed 2026-09-28.
7
File a Complaint. Colorado Division of Insurance; Official form and instructions for insurance complaints. Accessed 2026-09-28.
8
HB23-1111: Unauthorized Insurance Premium Tax Rate. Colorado General Assembly; Enacted bill harmonizes unauthorized insurance tax rate at 3%, effective January 1, 2024; parity with surplus-lines rate. Accessed 2026-09-28.
9
Frequently Asked Questions. Surplus Lines Association of Colorado; FAQ: Colorado home-state tax; fee charged by insurer or broker in connection with placement included in premium base; qualifying federal/other-state taxes and examination fees excluded; commercial exempt policyholder due-diligence exception. Accessed 2026-09-28.
10
Colorado Revised Statutes, Title 10 (2024). Colorado General Assembly, Office of Legislative Legal Services; C.R.S. § 10-5-111.5, surplus-lines premium tax and home-state application. Accessed 2026-09-28.
11
Licenses. At-Bay; Current producer introduction and state table; At-Bay Insurance Services LLC; P&C and surplus-lines identifiers. Accessed 2026-09-21.
12
Licenses and Carriers. Coalition; Licenses and Carriers, re-read 22 September 2026: Insurance Licenses table for Coalition Insurance Solutions, Inc., national producer number 18419475, with producer and surplus-lines numbers for all 50 states and DC including California 0L76155, Georgia 196479, Texas 2199630 and 2205589, Pennsylvania 815731 and 817452, Colorado 539028 and Wisconsin 3000108852. Insurance Carriers table naming, with NAIC numbers, Allianz Underwriters Insurance Company 36420, Arch Specialty Insurance Company 21199, Ascot Specialty Insurance Company 45055, Ascot Insurance Company 23752, Aspen Specialty Insurance Company 10717, Chaucer Insurance Company DAC, Coalition Insurance Company 29530, Fireman's Fund Indemnity Corporation 11380, Fortegra Specialty Insurance Company 16823, Lloyd's of London, MSIG Specialty Insurance USA Inc. 34886, MS Transverse Specialty Insurance Company 41807, Steadfast Insurance Company 26387, Vantage Risk Specialty Insurance Company 16275 and Zurich American Insurance Company 16535. Accessed 2026-09-22.
13
Insurance Producer Licenses. Corgi Insurance; Current complete Insurance Producer Licenses table for Corgi Insurance Services, Inc.; 50 rows covering 49 states and DC (DC 3003091619); no New Mexico row; no NPN or as-of date shown. Accessed 2026-09-28.
14
About Hiscox US Insurance. Hiscox; Hiscox Insurance Company Inc. NAIC 10200 as Chicago, IL domiciled insurer admitted or licensed in all 50 states and D.C.; Hiscox Inc. as general agent and Lloyd’s coverholder for Syndicates 33 and 3624; surplus-lines placements through licensed surplus-lines brokers; A.M. Best rating statement. Accessed 2026-09-16.
15
Licenses. ERGO NEXT Insurance; Current entity-by-state license table reopened 28 September 2026: 50 rows under Next First Insurance Agency, Inc., including Washington, DC; New York rows instead list Next Insurance Services PC-1423070 and AP Intego BR-1198885. Accessed 2026-09-28.
16
About Risklytics. Risklytics; What we do; Who we insure; Licensing; Agency licenses table dated 2026-09-10. Accessed 2026-09-16.
17
Insurance Licenses by State. TechInsurance; Current state table; identifies TechInsurance as a division of Specialty Program Group LLC d/b/a SPG Insurance Solutions; lists DC 3000041536 and labels Rhode Island “Individual licenses,” without an agency license number. Accessed 2026-09-28.
18
Licenses. Vouch; Effective 16 January 2025: Vouch Specialty Insurance Services, LLC, NPN 19926463; P&C table (50 states and DC); surplus-lines table includes Idaho 870820; footnote says Georgia and Idaho do not issue agency-level surplus-lines licenses; Idaho retained as producer-only due to conflict. Accessed 2026-09-15.

What Representations and Warranties Insurance Requirements Apply in Colorado?

What Is Representations and Warranties Insurance?

What to Watch for With Representations and Warranties in Colorado

Sale And Subsidiary Consent

Merger Successor Liability

Fraud And Contract Periods