Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-107-101 Annual meeting
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(1) A corporation shall hold a meeting of shareholders annually at a time and date stated in or fixed in accordance with the bylaws, or, if not so stated or fixed, at a time and date stated in or fixed in accordance with a resolution of the board of directors. (2) Unless the boar…
Colo. Rev. Stat. § 7-107-102 Special meeting
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(1) A corporation shall hold a special meeting of shareholders: (a) On call of its board of directors or the person or persons authorized by the bylaws or resolution of the board of directors to call such a meeting; or (b) If the corporation receives one or more written demands f…
Colo. Rev. Stat. § 7-107-103 Court-ordered meeting
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(1) The holding of a meeting of the shareholders may be summarily ordered by the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, by the district …
Colo. Rev. Stat. § 7-107-104 Action without meeting
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(1) Unless the articles of incorporation require that such action be taken at a shareholders' meeting, any action required or permitted by articles 101 to 117 of this title to be taken at a shareholders' meeting may be taken without a meeting if: (a) All of the shareholders entit…
Colo. Rev. Stat. § 7-107-105 Notice of meeting
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(1) A corporation shall give notice to shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the date of the meeting; except that, if the number of authorized shares is to be increased…
Colo. Rev. Stat. § 7-107-106 Waiver of notice
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(1) A shareholder may waive any notice required by articles 101 to 117 of this title or by the articles of incorporation or the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall b…
Colo. Rev. Stat. § 7-107-107 Record date
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(1) The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to be given notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action, …
Colo. Rev. Stat. § 7-107-108 Remote participation in shareholders’ meetings - meetings held solely by remote participation
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(1) Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes participation for that class or series. Participation as a shareholder by means of remote communicatio…
Colo. Rev. Stat. § 7-107-201 Shareholders' list for meeting
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(1) After fixing a record date for a shareholders' meeting, the corporation shall prepare a list of the names of all its shareholders who are entitled to be given notice of the meeting. The list shall be arranged by voting groups and within each voting group by class or series of…
Colo. Rev. Stat. § 7-107-202 Voting entitlement of shares
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(1) Except as otherwise provided in subsections (2) and (4) of this section or in the articles of incorporation, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on…
Colo. Rev. Stat. § 7-107-203 Proxies
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(1) A shareholder may vote the shareholder's shares in person or by proxy. (2) Without limiting the manner in which a shareholder may appoint a proxy to vote or otherwise act for the shareholder, the following constitutes valid means of appointment: (a) A shareholder may appoint …
Colo. Rev. Stat. § 7-107-204 Shares held by intermediaries and nominees
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(1) A corporation's board of directors may establish a procedure by which a beneficial owner is recognized by the corporation in its records as the shareholder. The extent, terms, conditions, and limitations of this treatment must be specified in the procedure so established. To …
Colo. Rev. Stat. § 7-107-205 Corporation's acceptance of votes
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(1) If the name signed on a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, proxy appointment, or proxy a…
Colo. Rev. Stat. § 7-107-206 Quorum and voting requirements for voting groups
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(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless otherwise provided in articles 101 to 117 of this title or in the articles of incorporation, a majority of t…
Colo. Rev. Stat. § 7-107-207 Action by single and multiple voting groups
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(1) If articles 101 to 117 of this title or the articles of incorporation provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 7-107-206. (2) If articles 101 to 117 of this title or the…
Colo. Rev. Stat. § 7-107-208 Greater quorum or voting requirements
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(1) The articles of incorporation or, if authorized by the articles of incorporation, bylaws adopted by the shareholders may provide for a greater quorum or voting requirement for shareholders or voting groups than is provided for by articles 101 to 117 of this title. (2) An amen…
Colo. Rev. Stat. § 7-107-209 Voting for directors - cumulative voting
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(1) At each election for directors, every shareholder entitled to vote at such election has the right: (a) To vote, in person or by proxy, all of the shareholder's votes for as many persons as there are directors to be elected and for whose election the shareholder has a right to…
Colo. Rev. Stat. § 7-107-301 Voting trusts
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(1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and by transferring their shares to the trustee. When a voting trust agreement is signed, t…
Colo. Rev. Stat. § 7-107-302 Voting agreements
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(1) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 7-107-301. (2) A voting agreement created under this se…
Colo. Rev. Stat. § 7-107-401 Definition of shareholder - repeal. (Repealed)
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Source: L. 93: Entire article added, p. 777, � 1, effective July 1, 1994. L. 2019: (2) added by revision, (SB 19-086), ch. 166, pp. 1930, 1966, �� 34, 72. Editor's note: Subsection (2) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1930, 1966.)…
Colo. Rev. Stat. § 7-107-402 Actions by shareholders
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(1) No action shall be commenced by a shareholder in the right of a domestic corporation, and no action shall be commenced in this state by a shareholder in the right of a foreign corporation, unless the plaintiff was a shareholder of the corporation at the time of the transactio…