Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-115-101 Authority to transact business or conduct activities required
0.2K chars
Part 8 of article 90 of this title, providing for the transaction of business or the conduct of activities by foreign entities, applies to foreign corporations. Source: L. 2003: Entire article R&RE, p. 2330, � 272, effective July 1, 2004.
Colo. Rev. Stat. § 7-116-101 Corporate records
2.2K chars
(1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors …
Colo. Rev. Stat. § 7-116-102 Inspection of corporate records by shareholder - definitions
3.1K chars
(1) A shareholder is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in section 7-116-101 (5) if the shareholder gives the corporation written demand at least five business days bef…
Colo. Rev. Stat. § 7-116-103 Scope of shareholder's inspection right
0.9K chars
(1) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder. (2) The right to copy records under section 7-116-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (3) Except as provide…
Colo. Rev. Stat. § 7-116-104 Court-ordered inspection of corporate records
2.8K chars
(1) If a corporation refuses to allow a shareholder, or the shareholder's agent or attorney, who complies with section 7-116-102 (1) to inspect or copy any records that the shareholder is entitled to inspect or copy by said section, the district court for the county in this state…
Colo. Rev. Stat. § 7-116-105 Financial statements
0.5K chars
Upon the written request of any shareholder, a corporation shall deliver to the shareholder its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of it…
Colo. Rev. Stat. § 7-116-106 Information respecting shares
0.4K chars
Upon the written request of any shareholder, a corporation shall deliver to the shareholder, at the corporation's expense, the information specified by section 7-106-206 (4), whether or not the information is also contained or summarized on any share certificate of the shareholde…
Colo. Rev. Stat. § 7-116-107 Periodic report to secretary of state
0.7K chars
Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to domestic corporations and applies to foreign corporations that are authorized to transact business or conduct activities in this state. Source: L. 93: Entire article added, p. 8…
Colo. Rev. Stat. § 7-116-108 Statement of person named as director or officer. (Repealed)
0.1K chars
Source: L. 93: Entire article added, p. 849, � 1, effective July 1, 1994. L. 2000: Entire section repealed, p. 990, � 109, effective July 1.
Colo. Rev. Stat. § 7-116-109 Interrogatories by secretary of state. (Repealed)
0.4K chars
Source: L. 93: Entire article added, p. 849, � 1, effective July 1, 1994. L. 96: (5) amended, p. 1328, � 50, effective June 1. L. 2002: (4) amended, p. 1852, � 130, effective July 1; (4) amended, p. 1717, � 130, effective October 1. L. 2003: (4) and (5) amended, p. 2332, � 277, e…
Colo. Rev. Stat. § 7-117-100.3 Definitions
0.6K chars
As used in this article 117, unless the context otherwise requires: (1) Existing corporation means any domestic corporation that was in existence on June 30, 1994, and that was incorporated under any general statute of this state providing for incorporation of corporations for pr…
Colo. Rev. Stat. § 7-117-101 Application to existing corporations
6.5K chars
(1) Repealed. (2) Articles 101 to 117 of this title apply to all existing corporations. (3) Except to the extent the articles of incorporation of an existing corporation limit or deny preemptive rights, shareholders of such corporation shall have a preemptive right to acquire uni…
Colo. Rev. Stat. § 7-117-102 Application to foreign corporations
0.4K chars
A foreign corporation authorized to transact business or conduct activities in this state on June 30, 1994, is subject to articles 101 to 117 of this title but is not required to obtain new authorization to transact business or conduct activities under said articles. Source: L. 9…
Colo. Rev. Stat. § 7-117-103 Saving provisions
1.1K chars
(1) Except as provided in subsection (2) of this section, the repeal of any provision of the Colorado Corporation Code, articles 1 to 10 of this title, does not affect: (a) The operation of the statute, or any action taken under it, before its repeal; (b) Any ratification, right,…
Colo. Rev. Stat. § 7-117-104 Severability
0.4K chars
If any provision of articles 101 to 117 of this title or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of said articles that can be given effect without the inval…
Colo. Rev. Stat. § 7-117-105 Effective date
0.2K chars
Articles 101 to 117 of this title are effective July 1, 1994. Source: L. 93: Entire article added, p. 853, � 1, effective July 1, 1994. Nonprofit Corporations
Colo. Rev. Stat. § 7-121-101 Short title
0.2K chars
Articles 121 to 137 of this title shall be known and may be cited as the Colorado Revised Nonprofit Corporation Act. Source: L. 97: Entire article added, p. 646, � 3, effective July 1, 1998.
Colo. Rev. Stat. § 7-121-102 Reservation of power to amend or repeal
0.3K chars
The general assembly has the power to amend or repeal all or part of articles 121 to 137 of this title at any time and all domestic and foreign nonprofit corporations subject to said articles shall be governed by the amendment or repeal. Source: L. 97: Entire article added, p. 64…
Colo. Rev. Stat. § 7-121-201 Filing requirements
0.3K chars
Part 3 of article 90 of this title, providing for the filing of documents, applies to any document filed or to be filed by the secretary of state pursuant to articles 121 to 137 of this title. Source: L. 2003: Entire part R&RE, p. 2332, � 279, effective July 1, 2004.
Colo. Rev. Stat. § 7-121-301 Powers - repeal. (Repealed)
0.5K chars
Source: L. 97: Entire article added, p. 652, � 3, effective July 1, 1998. L. 2003: (2) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: (1) This article was added in 1997. This part 3 was subsequently repealed in 2003, effective July 1, 2004, and was not amended pri…
Colo. Rev. Stat. § 7-121-401 General definitions
9.8K chars
As used in articles 121 to 137 of this title 7, unless the context otherwise requires: (1) (Deleted by amendment, L. 2003, p. 2332, � 280, effective July 1, 2004.) (2) Articles of incorporation includes amended articles of incorporation, restated articles of incorporation, and ot…
Colo. Rev. Stat. § 7-121-402 Notice
3.2K chars
(1) Notice given pursuant to articles 121 to 137 of this title shall be in writing unless otherwise provided in the bylaws. (2) Notice may be given in person; by telephone, telegraph, teletype, electronically transmitted, or other form of wire or wireless communication; or by mai…
Colo. Rev. Stat. § 7-121-501 Private foundations
1.0K chars
(1) Except where otherwise determined by a court of competent jurisdiction, a nonprofit corporation that is a private foundation as defined in section 509 (a) of the internal revenue code: (a) Shall distribute such amounts for each taxable year at such time and in such manner as …
Colo. Rev. Stat. § 7-121-601 Judicial relief
3.1K chars
(1) If for any reason it is impractical or impossible for any nonprofit corporation to call or conduct a meeting of its members, delegates, or directors, or otherwise obtain their consent, in the manner prescribed by articles 121 to 137 of this title, its articles of incorporatio…
Colo. Rev. Stat. § 7-122-101 Incorporators
0.6K chars
One or more persons may act as the incorporator or incorporators of a nonprofit corporation by delivering articles of incorporation to the secretary of state for filing pursuant to part 3 of article 90 of this title. An incorporator who is an individual shall be eighteen years of…
Colo. Rev. Stat. § 7-122-102 Articles of incorporation
2.5K chars
(1) The articles of incorporation shall state: (a) The domestic entity name for the nonprofit corporation, which domestic entity name shall comply with part 6 of article 90 of this title; (b) The registered agent name and registered agent address of the nonprofit corporation's in…
Colo. Rev. Stat. § 7-122-103 Incorporation
0.9K chars
(1) A nonprofit corporation is incorporated when the articles of incorporation are filed by the secretary of state or, if a delayed effective date is stated pursuant to section 7-90-304 in the articles of incorporation as filed by the secretary of state and if a statement of chan…
Colo. Rev. Stat. § 7-122-104 Unauthorized assumption of corporate powers
0.3K chars
All persons purporting to act as or on behalf of a nonprofit corporation without authority to do so and without good-faith belief that they have such authority shall be jointly and severally liable for all liabilities incurred or arising as a result thereof. Source: L. 97: Entire…
Colo. Rev. Stat. § 7-122-105 Organization of nonprofit corporation
0.9K chars
(1) After incorporation: (a) If initial directors are not named in the articles of incorporation, the incorporators shall hold a meeting, at the call of a majority of the incorporators, to adopt initial bylaws, if desired, and to elect a board of directors; and (b) If initial dir…
Colo. Rev. Stat. § 7-122-106 Bylaws
0.5K chars
(1) The board of directors or, if no directors have been named or elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the members may do so. (2) The bylaws of a nonprofit corporation may contain…
Colo. Rev. Stat. § 7-122-107 Emergency bylaws
1.3K chars
(1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt bylaws to be effective only in an emergency as defined in subsection (4) of this section. The emergency bylaws, which are subject to amendment or repeal by the members, may include al…
Colo. Rev. Stat. § 7-123-101 Purposes and applicability
3.4K chars
(1) Every nonprofit corporation incorporated under articles 121 to 137 of this title has the purpose of engaging in any lawful business or activity unless a more limited purpose is stated in the articles of incorporation. (2) Where another statute of this state requires that corp…
Colo. Rev. Stat. § 7-123-102 General powers
3.6K chars
(1) Unless otherwise provided in the articles of incorporation, every nonprofit corporation has perpetual duration and succession in its domestic entity name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including the …
Colo. Rev. Stat. § 7-123-103 Emergency powers
1.6K chars
(1) In anticipation of or during an emergency defined in subsection (4) of this section, the board of directors may: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (b) Relocate the principal office or designate addit…
Colo. Rev. Stat. § 7-123-104 Ultra vires
1.2K chars
(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the nonprofit corporation lacks or lacked power to act. (2) A nonprofit corporation's power to act may be challenged: (a) In a proceeding against th…
Colo. Rev. Stat. § 7-123-105 Actions against nonprofit corporations
0.7K chars
Any other provision of law to the contrary notwithstanding, any civil action permitted under the law of this state may be brought against any nonprofit corporation, and the assets of any nonprofit corporation that would, but for articles 121 to 137 of this title, be immune from l…
Colo. Rev. Stat. § 7-124-101 Corporate name. (Repealed)
0.1K chars
Source: L. 97: Entire article added, p. 667, � 3, effective July 1, 1998. L. 2000: Entire section repealed, p. 990, � 109, effective July 1.
Colo. Rev. Stat. § 7-124-102 Reserved name. (Repealed)
0.1K chars
Source: L. 97: Entire article added, p. 668, � 3, effective July 1, 1998. L. 2000: Entire section repealed, p. 990, � 109, effective July 1.
Colo. Rev. Stat. § 7-125-101 Registered office and registered agent
0.3K chars
Part 7 of article 90 of this title, providing for registered agents and service of process, applies to nonprofit corporations incorporated under or subject to articles 121 to 137 of this title. Source: L. 2003: Entire article R&RE, p. 2337, � 289, effective July 1, 2004. L. 2007:…
Colo. Rev. Stat. § 7-126-101 No requirement of members
0.1K chars
A nonprofit corporation is not required to have members. Source: L. 97: Entire article added, p. 671, � 3, effective July 1, 1998.
Colo. Rev. Stat. § 7-126-102 Admission
0.3K chars
(1) The bylaws may establish criteria or procedures for admission of members. (2) No person shall be admitted as a member without such person's consent. (3) A nonprofit corporation may issue certificates evidencing membership therein. Source: L. 97: Entire article added, p. 671, …
Colo. Rev. Stat. § 7-126-103 Liability to third parties
0.3K chars
The directors, officers, employees, and members of a nonprofit corporation are not, as such, personally liable for the acts, debts, liabilities, or obligations of a nonprofit corporation. Source: L. 97: Entire article added, p. 671, � 3, effective July 1, 1998.
Colo. Rev. Stat. § 7-126-104 Consideration
0.2K chars
Unless otherwise provided by the bylaws, a nonprofit corporation may admit members for no consideration or for such consideration as is determined by the board of directors. Source: L. 97: Entire article added, p. 671, � 3, effective July 1, 1998.
Colo. Rev. Stat. § 7-126-201 Differences in rights and obligations of members
0.5K chars
(1) Unless otherwise provided by articles 121 to 137 of this title or the bylaws: (a) All voting members shall have the same rights and obligations with respect to voting and all other matters that articles 121 to 137 of this title specifically reserve to voting members; and (b) …
Colo. Rev. Stat. § 7-126-202 Transfers
0.5K chars
(1) Unless otherwise provided by the bylaws, no member of a nonprofit corporation may transfer a membership or any right arising therefrom. (2) Where transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued p…
Colo. Rev. Stat. § 7-126-203 Creditor's action against member
0.4K chars
No proceeding may be brought by a creditor to reach the liability, if any, of a member to the nonprofit corporation unless final judgment has been rendered in favor of the creditor against the nonprofit corporation and execution has been returned unsatisfied in whole or in part o…
Colo. Rev. Stat. § 7-126-301 Resignation
0.4K chars
(1) Unless otherwise provided by the bylaws, a member may resign at any time. (2) The resignation of a member does not relieve the member from any obligations the member may have to the nonprofit corporation as a result of obligations incurred or commitments made prior to resigna…
Colo. Rev. Stat. § 7-126-302 Termination, expulsion, or suspension
1.9K chars
(1) Unless otherwise provided by the bylaws, no member of a nonprofit corporation may be expelled or suspended, and no membership or memberships in such nonprofit corporation may be terminated or suspended except pursuant to a procedure that is fair and reasonable and is carried …
Colo. Rev. Stat. § 7-126-303 Purchase of memberships
1.4K chars
Unless otherwise provided by the bylaws, a nonprofit corporation shall not purchase the membership of a member who resigns or whose membership is terminated. If so authorized, a nonprofit corporation may purchase the membership of a member who resigns or whose membership is termi…
Colo. Rev. Stat. § 7-126-304 Residential membership - return of consideration - cessation of periodic payments - time limits - effective date
1.3K chars
(1) Notwithstanding any provision of the articles of incorporation or bylaws to the contrary: (a) (I) A residential nonprofit corporation shall refund the entrance fee of a residential member to the member or his or her heirs within ninety days after a transfer of the residential…