Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-106-101 Authorized shares
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(1) The articles of incorporation shall state the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall state a distinguishing designation for each …
Colo. Rev. Stat. § 7-106-102 Terms of class or series determined by board of directors
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(1) If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights, within the limits set forth in section 7-106-101, of: (a) Any class of shares before the issuance of any shares of that c…
Colo. Rev. Stat. § 7-106-103 Issued and outstanding shares
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(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (2) The reacquisition, redemption, or conversion of out…
Colo. Rev. Stat. § 7-106-104 Fractional shares
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(1) A corporation may: (a) Issue fractions of a share or pay in cash the value of fractions of a share; (b) Arrange for disposition of fractional shares by the shareholders; or (c) Issue scrip in registered form entitling the holder to receive a full share upon surrendering enoug…
Colo. Rev. Stat. § 7-106-105 Reverse split
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(1) Unless otherwise provided in the articles of incorporation, the outstanding shares of a class or series may be reduced to a lesser number of shares by a reverse split made on the terms set forth in this section. (2) To effect the reverse split, each outstanding share of the c…
Colo. Rev. Stat. § 7-106-201 Subscription for shares
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(1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation before the time the corporation is incorporated and accepts the subscript…
Colo. Rev. Stat. § 7-106-202 Issuance of shares
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(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) Subject to the limitations set forth in subsection (5) of this section, the board of directors may authorize the issuance of shares for consi…
Colo. Rev. Stat. § 7-106-203 Liability of shareholders
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(1) A purchaser from a corporation of shares issued by the corporation is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under section 7-106-202 or stated in a subscriptio…
Colo. Rev. Stat. § 7-106-204 Share dividends
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(1) Unless otherwise provided in the articles of incorporation, shares may be issued pro rata and without consideration to the shareholders or to the shareholders of one or more classes or series of its shares. An issuance of shares pursuant to this subsection (1) is a share divi…
Colo. Rev. Stat. § 7-106-205 Share options and other rights - definitions
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(1) For purposes of this section: (a) Rights means rights, options, warrants, or convertible securities entitling the holders thereof to purchase, receive, or acquire shares or fractions of shares of the corporation or assets or debts or other obligations of the corporation. (b) …
Colo. Rev. Stat. § 7-106-206 Form and content of certificates
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(1) Shares may, but need not, be represented by certificates. Unless articles 101 to 117 of this title or another statute expressly provide otherwise, the rights and obligations of shareholders are not affected by the fact that their shares are not represented by certificates. (2…
Colo. Rev. Stat. § 7-106-207 Shares without certificates
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(1) Unless otherwise provided by the bylaws, the board of directors may authorize the issuance by the corporation of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates…
Colo. Rev. Stat. § 7-106-208 Restriction on transfer of shares and other securities
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(1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement among shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued bef…
Colo. Rev. Stat. § 7-106-209 Expense of issue
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A corporation may pay the expenses of selling or underwriting its shares, and of incorporating, organizing, or reorganizing the corporation, from the consideration received for shares. Source: L. 93: Entire article added, p. 760, � 1, effective July 1, 1994.
Colo. Rev. Stat. § 7-106-301 Shareholders' preemptive rights
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(1) The shareholders of a corporation do not have a preemptive right to acquire unissued shares except to the extent provided by subsections (3) to (6) of section 7-117-101 or the articles of incorporation. (2) A statement included in the articles of incorporation that the corpor…
Colo. Rev. Stat. § 7-106-302 Corporation's acquisition of its own shares
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(1) A corporation may acquire its own shares, and, except as provided by section 7-117-101 (6), shares so acquired constitute authorized but unissued shares. (2) If the articles of incorporation prohibit the reissuance of acquired shares: (a) The number of authorized shares is re…
Colo. Rev. Stat. § 7-106-401 Distributions to shareholders
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(1) A board of directors may authorize, and the corporation may make, distributions to its shareholders subject to any restriction in the articles of incorporation and subject to the limitations set forth in subsection (3) of this section. (2) The bylaws or, in the absence of an …
Colo. Rev. Stat. § 7-106-402 Unclaimed distributions
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If a corporation has mailed three successive distributions to a shareholder addressed to the shareholder's address shown on the corporation's current record of shareholders and the distributions have been returned as undeliverable, no further attempt to deliver distributions to t…