Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-113-101 Definitions
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As used in this article 113, unless the context otherwise requires: (1) Affiliate means a person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with another person or is a senior executive of the other perso…
Colo. Rev. Stat. § 7-113-102 Right to appraisal
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(1) A shareholder is entitled to appraisal rights and to obtain payment of the fair value of that shareholder's shares in the event of any of the following corporate actions: (a) Consummation of a merger to which the corporation is a party if: (I) Shareholder approval is required…
Colo. Rev. Stat. § 7-113-103 Assertion of rights by nominees and beneficial owners
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(1) A shareholder may assert appraisal rights as to fewer than all the shares registered in the shareholder's name but owned by a beneficial owner other than the shareholder only if the shareholder objects with respect to all shares of the class or series owned by the beneficial …
Colo. Rev. Stat. § 7-113-201 Notice of appraisal rights
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(1) Where any corporate action specified in section 7-113-102 (1) is to be submitted to a vote at a shareholders' meeting, the meeting notice must state that the corporation has concluded that the shareholders are, are not, or may be entitled to assert appraisal rights under this…
Colo. Rev. Stat. § 7-113-202 Notice of intent to demand payment
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(1) If a proposed corporate action specified in section 7-113-102 (1) is submitted to a vote at a shareholders' meeting, a shareholder that wishes to assert appraisal rights with respect to any class or series of shares: (a) Must deliver to the corporation, before the vote is tak…
Colo. Rev. Stat. § 7-113-203 Appraisal notice and form
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(1) If a proposed corporate action requiring appraisal rights under section 7-113-102 (1) becomes effective, the corporation shall deliver a written appraisal notice and form to all shareholders that may be entitled to assert appraisal rights. (2) The appraisal notice required by…
Colo. Rev. Stat. § 7-113-204 Perfection of rights - right to withdraw
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(1) A shareholder that receives notice pursuant to section 7-113-203 and that wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of …
Colo. Rev. Stat. § 7-113-205 Payment
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(1) Except as provided in section 7-113-206, within thirty days after the date specified in section 7-113-203 (2)(b)(II), the corporation shall pay in cash to those shareholders who complied with section 7-113-204 (1) the amount the corporation estimates to be the fair value of t…
Colo. Rev. Stat. § 7-113-206 After-acquired shares
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(1) The corporation may elect to withhold payment otherwise required by section 7-113-205 from any shareholder that was required to certify, but did not certify, that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired befo…
Colo. Rev. Stat. § 7-113-207 Procedure if shareholder is dissatisfied with payment or offer
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(1) A shareholder that is paid pursuant to section 7-113-205 and is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate, plus interest, less any payme…
Colo. Rev. Stat. § 7-113-301 Court action
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(1) If a demand for payment under section 7-113-207 remains unresolved, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does …
Colo. Rev. Stat. § 7-113-302 Court costs and expenses
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(1) The court in an appraisal proceeding commenced under section 7-113-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation; except that t…
Colo. Rev. Stat. § 7-113-401 Other remedies limited
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(1) The legality of a proposed or completed corporate action described in section 7-113-102 (1) may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the co…