Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-56-802 Registered agent - service of process
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Part 7 of article 90 of this title, providing for registered agents and service of process, applies to foreign cooperatives. Source: L. 2003: Entire part R&RE, p. 2236, � 110, effective July 1, 2004.
Colo. Rev. Stat. § 7-56-901 Application to existing cooperatives
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(1) A domestic corporation, association, or cooperative formed under this article before July 1, 1996, shall be governed by the provisions of this article. (2) A cooperative formed under article 57 of this title before July 1, 1996, until it elects to be governed by the provision…
Colo. Rev. Stat. § 7-58-1001 Members' contributions
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The articles or bylaws must establish the amount, manner, or method of determining any contribution requirements for members or must authorize the board of directors to establish the amount, manner, or other method of determining any contribution requirements for members. Source:…
Colo. Rev. Stat. § 7-58-1002 Contribution and valuation
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(1) Unless the articles or bylaws otherwise provide, the contributions of a member to a limited cooperative association may consist of tangible or intangible property or other benefit to the association, including money, labor or other services performed or to be performed, promi…
Colo. Rev. Stat. § 7-58-1003 Contribution agreements
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Persons may enter into agreements to make contributions to a limited cooperative association before or after it is formed. Those agreements are enforceable by the association in accordance with their terms. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 798, � 1,…
Colo. Rev. Stat. § 7-58-1004 Allocations of profits and losses
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(1) Unless the articles or bylaws otherwise provide, all profits and losses of a limited cooperative association must be allocated to patron members. Unless the articles or bylaws otherwise provide, losses of the association must be allocated in the same proportion as profits. (2…
Colo. Rev. Stat. § 7-58-1005 Distributions
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(1) Unless the articles or bylaws otherwise provide and subject to section 7-58-1007, the board of directors may authorize, and the limited cooperative association may make, distributions to members. (2) Unless the articles or bylaws otherwise provide, distributions to members ma…
Colo. Rev. Stat. § 7-58-1006 Redemption or repurchase
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Property distributed to a member by a limited cooperative association, other than money, may be redeemed or repurchased as provided in the articles or bylaws, but a redemption or repurchase may not be made without authorization by the board of directors. The board may withhold au…
Colo. Rev. Stat. § 7-58-1007 Limitation on distributions
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(1) A limited cooperative association may not make a distribution if, after the distribution: (a) The association would not be able to pay its debts as they become due in the ordinary course of the association's activities; or (b) The association's assets would be less than the s…
Colo. Rev. Stat. § 7-58-1008 Liability for improper distributions - limitation of action
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(1) A director who consents to a distribution that violates section 7-58-1007 is personally liable to the limited cooperative association for the amount of the distribution that exceeds the amount that could have been distributed without the violation if it is established that, i…
Colo. Rev. Stat. § 7-58-1009 Relation to state securities law
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Any security, patronage refund, per unit retain certificate, capital credit, evidence of membership, preferred equity certificate, or other equity instrument issued, sold, or reported by a limited cooperative association as an investment in its stock or capital to the patron memb…
Colo. Rev. Stat. § 7-58-101 Short title
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This article shall be known and may be cited as the Colorado Uniform Limited Cooperative Association Act. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 761, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-1010 Alternative distribution of unclaimed property, distributions, redemptions, or payments
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A limited cooperative association may provide in its articles or bylaws for the disposition of funds when declared payable by the association and remaining unclaimed by the holder for three years after notification has been mailed to the holder’s last-known address of record on t…
Colo. Rev. Stat. § 7-58-102 Definitions
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As used in this article, unless this article states a different definition: (1) The terms defined in article 90 of this title have the meanings stated in that article unless this article states a different definition. (2) Articles of organization or articles means the articles of…
Colo. Rev. Stat. § 7-58-103 Reservation of power to amend or repeal
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The general assembly has the power to amend or repeal all or part of this article at any time, and all domestic and foreign limited cooperative associations subject to this article shall be governed by the amendment or repeal. Source: L. 2011: Entire article added, (SB 11-191), c…
Colo. Rev. Stat. § 7-58-104 Nature of limited cooperative association
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(1) A limited cooperative association organized under this article is an autonomous, unincorporated association of persons united to meet their mutual interests through a jointly owned enterprise primarily controlled by those persons, the patronage of which is carried on for the …
Colo. Rev. Stat. § 7-58-105 Purpose of limited cooperative association
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(1) A limited cooperative association is an entity distinct from its members. (2) A limited cooperative association may be organized for any lawful purpose, whether or not for profit. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 764, � 1, effective April 2, 201…
Colo. Rev. Stat. § 7-58-106 Powers
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(1) Unless otherwise provided in the articles, every limited cooperative association has perpetual duration and succession in its domestic entity name and has the powers to do all things necessary or convenient to carry out its business and affairs, including without limitation: …
Colo. Rev. Stat. § 7-58-107 Governing law
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(1) The law of this state governs: (a) The internal affairs of a limited cooperative association; and (b) The liability of a member as member and a director as director for the debts, obligations, or other liabilities of a limited cooperative association. Source: L. 2011: Entire …
Colo. Rev. Stat. § 7-58-108 Supplemental principles of law
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Unless displaced by particular provisions of this article, the principles of law and equity supplement this article. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 766, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-109 Requirements of other laws
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(1) This article does not alter or amend any law that governs the licensing and regulation of an individual or entity in carrying on a specific business or profession even if that law permits the business or profession to be conducted by a limited cooperative association, a forei…
Colo. Rev. Stat. § 7-58-110 Relation to restraint of trade and antitrust law
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No limited cooperative association formed under or subject to this article shall, solely by its organization and existence, be deemed to be a conspiracy or a combination in restraint of trade, an illegal monopoly, or an attempt to lessen competition or to fix prices arbitrarily, …
Colo. Rev. Stat. § 7-58-1101 Member's dissociation
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(1) A member has the power to dissociate at any time, rightfully or wrongfully, by notice in a record. (2) Unless the articles or bylaws otherwise provide, a member's dissociation from a limited cooperative association is wrongful only if the dissociation: (a) Breaches an express…
Colo. Rev. Stat. § 7-58-1102 Effect of dissociation as member
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(1) Upon a member's dissociation, subject to section 7-58-1103: (a) The dissociated member has no further rights as a member; and (b) Any financial rights owned by the dissociated member in the dissociated member's capacity as a member immediately before dissociation are owned by…
Colo. Rev. Stat. § 7-58-1103 Power of estate of member
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Unless the articles or bylaws provide for greater rights, if a member is dissociated in accordance with section 7-58-1101 (4)(d)(V) or (4)(e), the member's personal representative or other legal representative may exercise the rights of a transferee of the member's financial righ…
Colo. Rev. Stat. § 7-58-111 Name
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(1) Use of the term cooperative or its abbreviation under this article or section 7-90-601 is not a violation of the provisions restricting the use of the term under section 7-90-601 (7)(a). (2) A limited cooperative association or a member may enforce the restrictions on the use…
Colo. Rev. Stat. § 7-58-112 Required information
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(1) Subject to subsection (2) of this section, a limited cooperative association shall maintain in a record available at its principal office: (a) A list containing the name, last-known street address and, if different, mailing address, and term of office of each director and off…
Colo. Rev. Stat. § 7-58-113 Business transactions of member with limited cooperative association
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Subject to sections 7-58-818 and 7-58-819 and except as otherwise provided in the articles or bylaws or a specific contract relating to a transaction, a member may lend money to and transact other business with a limited cooperative association in the same manner as a person that…
Colo. Rev. Stat. § 7-58-114 Dual capacity
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A person may have a patron member's interest and an investor member's interest. When such person acts as a patron member, the person is subject to this article and the articles and bylaws governing patron members. When such person acts as an investor member, the person is subject…
Colo. Rev. Stat. § 7-58-1201 Dissolution - winding up
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A limited cooperative association may be dissolved only as provided in this part 12 and in part 9 of article 90 of this title, and upon dissolution its business and activities must be wound up as provided in this part 12 and part 9 of article 90 of this title. Source: L. 2011: En…
Colo. Rev. Stat. § 7-58-1202 Voluntary dissolution
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(1) Except as otherwise provided in sections 7-58-1203 and 7-90-908, a limited cooperative association is dissolved and its activities must be wound up: (a) Upon the occurrence of an event or at a time specified in the articles; (b) Upon the action of the association's organizers…
Colo. Rev. Stat. § 7-58-1203 Judicial dissolution - grounds
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(1) A limited cooperative association may be dissolved in a proceeding brought in court by the attorney general if it is established that: (a) The association obtained its articles of organization through fraud; or (b) The association has continued to exceed or abuse the authorit…
Colo. Rev. Stat. § 7-58-1204 Judicial dissolution - procedure
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(1) A judicial proceeding to dissolve a limited cooperative association must be brought in the proper court. (2) It is not necessary to make members parties to a judicial proceeding to dissolve a limited cooperative association unless relief is sought against them individually. (…
Colo. Rev. Stat. § 7-58-1205 Voluntary dissolution before commencement of activity
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A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 806, � 1, effective April 2,…
Colo. Rev. Stat. § 7-58-1206 Voluntary dissolution by the board and members
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(1) Except as otherwise provided in section 7-58-1205, for a limited cooperative association to voluntarily dissolve: (a) A resolution to dissolve must be approved by a majority vote of the board of directors unless a greater percentage is required by the articles or bylaws; (b) …
Colo. Rev. Stat. § 7-58-1207 Winding up
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(1) A limited cooperative association continues its existence after dissolution only for purposes of winding up its activities. (2) In winding up a limited cooperative association's activities, the board of directors shall cause the association to: (a) Collect its assets; (b) Pre…
Colo. Rev. Stat. § 7-58-1208 Distribution of assets in winding up
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(1) In winding up a limited cooperative association's business, the association shall apply its assets to discharge its obligations to creditors, including members that are creditors. The association shall apply any remaining assets to pay in money the net amount distributable to…
Colo. Rev. Stat. § 7-58-1209 Court proceeding
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(1) Upon application by a dissolved limited cooperative association that has published a notice under section 7-90-912, the proper court may determine the amount and form of security to be provided for payment of claims against the association that are contingent, have not been m…
Colo. Rev. Stat. § 7-58-1210 Statement of dissolution
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(1) Upon dissolution, the limited cooperative association shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of dissolution stating: (a) The domestic entity name of the limited cooperative association; and (b) The princ…
Colo. Rev. Stat. § 7-58-1301 Derivative action
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(1) A member may maintain a derivative action to enforce a right of a limited cooperative association if: (a) The member demands in a record that the association bring an action to enforce the right; and (b) Any of the following occur: (I) The association does not, within ninety …
Colo. Rev. Stat. § 7-58-1302 Proper plaintiff
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(1) A derivative action to enforce a right of a limited cooperative association may be maintained only by a person that: (a) Is a member or a dissociated member at the time the action is commenced and: (I) Was a member when the conduct giving rise to the action occurred; or (II) …
Colo. Rev. Stat. § 7-58-1303 Pleading
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(1) In a derivative action to enforce a right of a limited cooperative association, the complaint must state: (a) The date and content of the plaintiff's demand under section 7-58-1301 (1)(a) and the association's response; (b) If ninety days have not expired since the demand was…
Colo. Rev. Stat. § 7-58-1304 Approval for discontinuance or settlement
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A derivative action to enforce a right of a limited cooperative association may not be discontinued or settled without notice to the association and the court's approval. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 810, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-1305 Proceeds and expenses
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(1) Except as otherwise provided in subsection (2) of this section: (a) Any proceeds or other benefits of a derivative action to enforce a right of a limited cooperative association, whether by judgment, compromise, or settlement, belong to the association and not to the plaintif…
Colo. Rev. Stat. § 7-58-1306 Applicability of derivative proceeding to foreign limited cooperative associations
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In any derivative proceeding in the right of a foreign limited cooperative association, the right of a person to commence or maintain a derivative proceeding in the right of a foreign limited cooperative association and any matters raised in the proceeding covered by sections 7-5…
Colo. Rev. Stat. § 7-58-1401 Authority to transact business or conduct activities required
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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 limited cooperative associations. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 811, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-1402 Registered agent - service of process
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Part 7 of article 90 of this title, providing for registered agents and service of process, applies to foreign limited cooperative associations. Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 811, � 1, effective April 2, 2012.
Colo. Rev. Stat. § 7-58-1501 Disposition of assets not requiring member approval
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(1) Unless the articles of organization otherwise provide, member approval under section 7-58-1502 is not required for a limited cooperative association to: (a) Sell, lease, exchange, license, or otherwise dispose of all or any part of the assets of the association in the usual a…
Colo. Rev. Stat. § 7-58-1502 Member approval of other disposition or encumbrance of assets
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A sale, lease, exchange, license, or other disposition of assets or an encumbrance of assets of a limited cooperative association, other than a disposition or encumbrance described in section 7-58-1501, requires approval of the association’s members under sections 7-58-1503 and 7…
Colo. Rev. Stat. § 7-58-1503 Notice and action on disposition or encumbrance of assets
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(1) For a limited cooperative association to dispose of or encumber assets under section 7-58-1502: (a) A majority of the board of directors, or a greater percentage if required by the articles or bylaws, must approve the proposed disposition or encumbrance; and (b) The board of …