Title 7, Corporations and Associations

0 chapters · 1,168 sections in this title.

1,168 sectionsFiltered byTitle 7

Colo. Rev. Stat. § 7-80-715 Stay of derivative proceeding
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For the purpose of allowing the limited liability company time to undertake an inquiry into the allegations made in a demand or complaint commenced pursuant to this part 7, the court may stay any derivative proceeding for such period as the court deems appropriate. Source: L. 200…
Colo. Rev. Stat. § 7-80-716 Dismissal of derivative proceeding
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(1) A derivative proceeding commenced pursuant to this part 7 shall be dismissed by the court on motion by the limited liability company if any one of the groups specified in subsection (2) of this section has determined in good faith, after conducting an inquiry upon which the d…
Colo. Rev. Stat. § 7-80-717 Discontinuance or settlement of derivative proceeding
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No derivative proceeding commenced pursuant to this part 7 shall be discontinued or settled without the approval of the court. Where the court determines that a proposed discontinuance or settlement will substantially affect the interests of the members of the limited liability c…
Colo. Rev. Stat. § 7-80-718 Payment of expenses - derivative proceeding
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On the termination of a derivative proceeding commenced pursuant to this part 7, where the court finds that the proceeding has resulted in a substantial benefit to the limited liability company, the court may order the limited liability company to pay the plaintiff's reasonable e…
Colo. Rev. Stat. § 7-80-719 Applicability of derivative proceeding to foreign limited liability companies
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In any derivative proceeding in the right of a foreign limited liability company, the right of a person to commence or maintain a derivative proceeding in the right of a foreign limited liability company and any matters raised in such proceeding covered by sections 7-80-713 to 7-…
Colo. Rev. Stat. § 7-80-801 Dissolution - time and notice of dissolution
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(1) A limited liability company formed under this article is dissolved: (a) Upon the agreement of all members; (b) At the time or upon the occurrence of the events stated in the operating agreement; or (c) After the limited liability company ceases to have members, on the earlier…
Colo. Rev. Stat. § 7-80-802 Statement of dissolution
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(1) Upon dissolution, the limited liability company 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 liability company; and (b) The principal office …
Colo. Rev. Stat. § 7-80-803 Effect of dissolution
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(1) A dissolved limited liability company continues its existence as a limited liability company but shall not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including: (a) Collecting its assets; (b) Disposing of its properties t…
Colo. Rev. Stat. § 7-80-803.3 Right to wind up business
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(1) After dissolution, the manager or, if there is no manager, any member may wind up the limited liability company's business, but on application of any member, member's legal representative, or member's assignee or transferee, the district court, for good cause shown, may order…
Colo. Rev. Stat. § 7-80-803.5 Manager’s or member’s power to bind limited liability company after dissolution
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(1) Subject to section 7-80-802 (3), a limited liability company is bound by a manager’s act or, in the case of a limited liability company, the articles of organization of which provide that management is vested in members, a member’s act after dissolution that: (a) Is appropria…
Colo. Rev. Stat. § 7-80-804 Disposition of known claims by notification. (Repealed)
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Source: L. 2003: Entire part R&RE, p. 2269, � 192, effective July 1, 2004. L. 2006: Entire section repealed, p. 884, � 87, effective July 1.
Colo. Rev. Stat. § 7-80-805 Disposition of claims by publication. (Repealed)
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Source: L. 2003: Entire part R&RE, p. 2270, � 192, effective July 1, 2004. L. 2006: Entire section repealed, p. 884, � 87, effective July 1. 7-80-806. Enforcement of claims against dissolved limited liability company. (Repealed) Source: L. 2003: Entire part R&RE, p. 2271, � 192, …
Colo. Rev. Stat. § 7-80-806 Enforcement of claims against dissolved limited liability company. (Repealed)
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C.R.S. 7-80-806Statutes current through Chapter 65 of the 2026 Regular Session, effective as of April 20, 2026. The text of this section is not final. It will not be final until compared to, and updated from, the text provided by the Colorado Office of Legislative Legal Services …
Colo. Rev. Stat. § 7-80-807 Grounds for administrative dissolution. (Repealed)
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Source: L. 2003: Entire part R&RE, p. 2271, � 192, effective July 1, 2004. L. 2004: IP(1) amended, p. 1463, � 194, effective July 1. L. 2005: Entire section repealed, p. 1218, � 26, effective October 1. 7-80-808. Procedure for and effect of administrative dissolution. (Repealed) …
Colo. Rev. Stat. § 7-80-808 Procedure for and effect of administrative dissolution. (Repealed)
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C.R.S. 7-80-808Statutes current through Chapter 65 of the 2026 Regular Session, effective as of April 20, 2026. The text of this section is not final. It will not be final until compared to, and updated from, the text provided by the Colorado Office of Legislative Legal Services …
Colo. Rev. Stat. § 7-80-809 Approval by judicial act. (Repealed)
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Source: L. 2003: Entire part R&RE, p. 2272, � 192, effective July 1, 2004. L. 2004: Entire section repealed, p. 1464, � 196, effective July 1.
Colo. Rev. Stat. § 7-80-810 Judicial dissolution
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(1) A limited liability company may be dissolved in a proceeding by the attorney general if it is established that: (a) The limited liability company obtained its articles of organization through fraud; or (b) The limited liability company has continued to exceed or abuse the aut…
Colo. Rev. Stat. § 7-80-811 Procedure for judicial dissolution
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(1) A judicial proceeding by the attorney general to dissolve a limited liability company shall be brought in the district court for the county in this state in which the street address of the limited liability company's principal office or the street address of its registered ag…
Colo. Rev. Stat. § 7-80-812 Receivership or custodianship
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(1) A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the limited liability company. The court shall hold a hearing, after g…
Colo. Rev. Stat. § 7-80-813 Decree of dissolution
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(1) If, in a judicial proceeding brought to dissolve a limited liability company, after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-80-810 exist, it may enter a decree dissolving the limited liability company and stating…
Colo. Rev. Stat. § 7-80-901 Foreign limited liability companies
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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 liability companies. Source: L. 2003: Entire part R&RE, p. 2275, � 193, effective July 1, 2004.
Colo. Rev. Stat. § 7-80-902 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 liability companies. Source: L. 2003: Entire part R&RE, p. 2275, � 193, effective July 1, 2004.
Colo. Rev. Stat. § 7-90-1001 Reinstatement after dissolution
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Any domestic entity as to which a constituent filed document has been filed by, or placed in the records of, the secretary of state and that has been dissolved may be reinstated under this part 10; except that this part 10 shall not apply to domestic general partnerships or to li…
Colo. Rev. Stat. § 7-90-1002 Vote or consent required - effect of opposition
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(1) An entity eligible for reinstatement under section 7-90-1001 may be reinstated upon compliance with the following conditions: (a) The affirmative vote or consent shall have been obtained from owners and other persons entitled to vote or consent at that time that is: (I) Requi…
Colo. Rev. Stat. § 7-90-1003 Articles of reinstatement
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(1) To reinstate under this part 10 an entity that has been dissolved for fewer than two years, an individual named in the articles of reinstatement shall deliver articles of reinstatement to the secretary of state for filing pursuant to part 3 of this article 90 stating: (a) The…
Colo. Rev. Stat. § 7-90-1004 Entity name upon reinstatement
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The domestic entity name of a domestic entity following reinstatement shall be the domestic entity name, determined without regard to section 7-90-601.5, of the domestic entity at the time of reinstatement if such domestic entity name complies with section 7-90-601 at the time of…
Colo. Rev. Stat. § 7-90-1005 Effect of reinstatement
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(1) Subject to subsection (2) of this section, upon reinstatement, the existence of the entity shall be deemed for all purposes to have continued without interruption; the entity resumes carrying on its business or conducting its activities as if dissolution had never occurred; a…
Colo. Rev. Stat. § 7-90-101 Short title
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This article shall be known and may be cited as the Colorado Corporations and Associations Act. Source: L. 97: Entire article added, p. 1506, � 21, effective June 3.
Colo. Rev. Stat. § 7-90-102 Definitions
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As used in this title 7, except as otherwise defined for the purpose of any section, subpart, part, or article of this title 7, or unless the context otherwise requires: (1) Address means a mailing address, a street address, or an address for delivery of an electronic transmissio…
Colo. Rev. Stat. § 7-90-102.5 Relationship between constituent documents and organic statutes
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For purposes of this article, the constituent documents of an entity shall govern to the extent not inconsistent with any provision of the organic statutes that may not be waived by the constituent documents of the entity.
Colo. Rev. Stat. § 7-90-103 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 entities subject to said article shall be governed by the amendment or repeal. Source: L. 97: Entire article added, p. 1510, � 21, effective June 3.
Colo. Rev. Stat. § 7-90-104 Nonapplication of uniform commercial code to owner's interest
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Subsections (d) to (f) of section 4-9-406 and section 4-9-408, C.R.S., do not apply to the assignment or the transfer of, or the creation of a security interest in, an owner's interest. Source: L. 2006: Entire section added, p. 866, � 41, effective July 1; entire section amended,…
Colo. Rev. Stat. § 7-90-105 Notice
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(1) Except as otherwise provided in section 7-90-403 with respect to notice given by the secretary of state, notice given pursuant to this title 7 must be in writing unless oral notice is reasonable under the circumstances. (2) Notice may be given in person or by telephone, elect…
Colo. Rev. Stat. § 7-90-106 Relation to electronic signatures in global and national commerce act
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This article 90 modifies, limits, or supersedes the federal “Electronic Signatures in Global and National Commerce Act”, 15 U.S.C. sec. 7001 et seq., but does not modify, limit, or supersede section 101 (c) of that act, 15 U.S.C. sec. 7001 (c), or authorize electronic delivery of…
Colo. Rev. Stat. § 7-90-107 Protection of member-specific data - nonprofit entities - rights and remedies - legislative declaration
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(1) The general assembly finds and declares that: (a) Given the long-held protection of the fundamental rights of association and privacy under the constitutions of the United States and the state of Colorado, it is in the public interest to prohibit public agencies from collecti…
Colo. Rev. Stat. § 7-90-201 Conversion of an entity
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(1) Pursuant to a plan of conversion that complies with section 7-90-201.3 and is approved in accordance with section 7-90-201.4: (a) A domestic entity of one form may convert into any other form of domestic entity. (b) A domestic entity may convert into any form of foreign entit…
Colo. Rev. Stat. § 7-90-201.3 Plan of conversion
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(1) A plan of conversion must state: (a) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of entity of the converting entity; (b) The entity name or, for an entity that has no enti…
Colo. Rev. Stat. § 7-90-201.4 Approval of plan of conversion
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(1) In the case of domestic entities described in this subsection (1), the plan of conversion must be approved: (a) In the case of a corporation, as provided in section 7-111-103; (b) In the case of a nonprofit corporation, as provided in section 7-131-102; (c) In the case of a c…
Colo. Rev. Stat. § 7-90-201.7 Statement of conversion - when conversion effective
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(1) After the conversion of an entity is approved in accordance with section 7-90-201.4, the converting entity shall cause a statement of conversion to be delivered to the secretary of state, for filing pursuant to part 3 of this article, if the converting entity has a constituen…
Colo. Rev. Stat. § 7-90-202 Effect of conversion - entity unchanged
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(1) When a conversion takes effect, the converting entity is converted into the resulting entity, and the resulting entity is thereafter subject to all of the provisions of the organic statutes. (2) Unless otherwise agreed, the conversion of any converting entity into a resulting…
Colo. Rev. Stat. § 7-90-203 Merger of entities
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(1) One or more domestic entities may merge into a domestic entity of a form the same as or different from any of the merging entities pursuant to a plan of merger complying with section 7-90-203.3 and approved pursuant to section 7-90-203.4. (2) One or more domestic entities may…
Colo. Rev. Stat. § 7-90-203.1 Exchange of owner's interest
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(1) One or more domestic entities may acquire all owner's interests of any other entity or all of one or more classes, series, or types, in exchange for owner's interests or other securities, obligations, rights to acquire owner's interests, or other securities, cash, property, o…
Colo. Rev. Stat. § 7-90-203.3 Plan of merger - plan of exchange
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(1) A plan of merger must state: (a) The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of entity of each of the merging entities; (b) The entity name or, for an entity that has no e…
Colo. Rev. Stat. § 7-90-203.4 Approval of plan of merger or exchange
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(1) In the case of domestic entities described in this subsection (1), the plan of merger or plan of exchange must, if required, be approved: (a) In the case of a corporation, as provided in section 7-111-103; (b) In the case of a nonprofit corporation, as provided in section 7-1…
Colo. Rev. Stat. § 7-90-203.7 Statement of merger - when merger effective
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(1) After a merger is approved in accordance with section 7-90-203, if any merging entity is an entity for which a constituent filed document has been filed by the secretary of state, the surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of t…
Colo. Rev. Stat. § 7-90-203.8 Statement of owner's interest exchange
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(1) After a plan of exchange is approved pursuant to section 7-90-203.4, the acquiring entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of owner's interest exchange stating: (a) The entity name of each entity whose owne…
Colo. Rev. Stat. § 7-90-204 Effect of merger
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(1) When a merger takes effect: (a) Every merging entity merges into the surviving entity and the separate existence of every merging entity ceases. All of the rights, privileges, including specifically the attorney-client privilege, and powers of each of the merging entities; al…
Colo. Rev. Stat. § 7-90-204.3 Effect of an exchange
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When an exchange takes effect, the owner's interests of each acquired entity are exchanged as provided in the plan, and the former holders of the owner's interests are entitled only to the exchange rights provided in the statement of owner's interest exchange or to their rights u…
Colo. Rev. Stat. § 7-90-204.5 Foreign entity resulting from conversion or surviving merger
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(1) Upon a conversion of a domestic entity into a foreign entity, a merger of a domestic entity and a foreign entity in which the foreign entity is the surviving entity, or an exchange between a domestic entity and a foreign entity in which the foreign entity is the acquiring ent…
Colo. Rev. Stat. § 7-90-205 Scope of article - article not exclusive - repeal. (Repealed)
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Source: L. 2000: Entire part R&RE, p. 970, � 46, effective July 1. L. 2019: (2) added by revision, (SB 19-086), ch. 166, pp. 1919, 1966, �� 16, 72. Editor's note: Subsection (2) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1919, 1966.) 7-90-2…