Title 7, Corporations and Associations

(1) An officer may resign at any time by giving notice of resignation to the corporation. (2) A resignation of an officer is effective when the notice is received by the corporation unless the notice states a later effective date. (3) If a resignation is made effective at a later…

(1) The appointment of an officer does not itself create contract rights. (2) An officer's removal does not affect the officer's contract rights, if any, with the corporation. An officer's resignation does not affect the corporation's contract rights, if any, with the officer. So…

(1) Each director shall discharge the director's duties as a director, including the director's duties as a member of a committee, and each officer with discretionary authority shall discharge the officer's duties under that authority: (a) In good faith; (b) With care; and (c) In…

(1) A director is liable, as a director, to the corporation or to its shareholders for money damages or other money payment for any act, omission to act, or decision only if the party asserting liability establishes in a proceeding that the challenged act, omission, or decision: …

A director or officer is not personally liable for any injury to person or property arising out of a tort committed by an employee unless the director or officer was personally involved in the situation giving rise to the litigation or unless the director or officer committed a c…

(1) An action by the corporation or by the board of directors is not void or voidable, and shall not be enjoined or set aside in a proceeding by a shareholder or by or in the right of the corporation, because one or more precluded directors was present at or participated in the m…

(1) A director who votes for or assents to a distribution made in violation of section 7-106-401 or the articles of incorporation is personally liable to the corporation for the amount of the distribution that exceeds what could have been distributed without violating section 7-1…

(1) (a) As used in this section, "conflicting interest transaction" means, with respect to a director of the corporation, any of the following: (I) A loan or other assistance by a corporation to a director of the corporation or to an entity in which the director is a director or …

As used in this article 109: (1) "Corporation" includes any domestic or foreign entity that is a predecessor of a corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction. (2) "Director" means an indiv…

(1) Except as provided in subsection (4) of this section, a corporation may indemnify an individual made a party to a proceeding, because the individual is or was a director, against liability incurred in the proceeding if: (a) The individual's conduct was in good faith; and (b) …

Unless limited by its articles of incorporation, a corporation shall indemnify an individual who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the individual was a party because the individual is or was a director, against reasonable…

(1) A corporation may, before final disposition of a proceeding, pay for or reimburse the reasonable expenses incurred by an individual who is a party to a proceeding because that person is a director if: (a) The director delivers to the corporation a written affirmation of the d…

(1) Unless otherwise provided in the articles of incorporation, a director who is or was a party to a proceeding may apply for indemnification or an advance of expenses to the court conducting the proceeding or to another court of competent jurisdiction. After receipt of an appli…

(1) A corporation may not indemnify a director under section 7-109-102 unless authorized in the specific case after a determination has been made that indemnification of the director is permissible in the circumstances because the director has met the standard of conduct set fort…

(1) An officer is entitled to mandatory indemnification or an advance of expenses under section 7-109-103, and is entitled to apply for court-ordered indemnification or an advance of expenses under section 7-109-105, in each case to the same extent as a director. (2) A corporatio…

A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of th…

(1) A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification i…

If a corporation indemnifies or advances expenses to a director under this article 109 in connection with a proceeding by or in the right of the corporation, the corporation shall give notice of the indemnification or advance to the shareholders with or before the notice of the n…

A corporation may provide indemnification or an advance of expenses to a director or an officer only as permitted by this article 109. Source: L. 2019: Entire section added, (SB 19-086), ch. 166, p. 1942, § 46, effective July 1, 2020.

(1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted i…

(1) Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without shareholder action, one or more amendments to the articles of incorporation to: (a) Delete the statement of the names and addresses of the incorporators or of the initial dir…

(1) The board of directors or the holders of shares representing at least ten percent of all of the votes entitled to be cast on the amendment may propose an amendment to the articles of incorporation for submission to the shareholders. (2) For an amendment to the articles of inc…

(1) If shareholder voting is otherwise required by articles 101 to 117 of this title, the holders of the shares of a class are entitled to vote as a separate voting group on an amendment if the amendment would: (a) Increase or decrease the aggregate number of authorized shares of…

If a corporation has not yet issued shares, its board of directors or, if no directors have been elected, its incorporators may adopt one or more amendments to the articles of incorporation. Source: L. 93: Entire article added, p. 797, § 1, effective July 1, 1994.

(1) A corporation amending its articles of incorporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment stating: (a) The domestic entity name of the corporation; (b) The text of each amendment adopted; and…

(1) The board of directors may restate the articles of incorporation at any time with or without shareholder action. If the corporation has not yet issued shares and no directors have been elected, its incorporators may restate the articles of incorporation at any time. (2) The r…

(1) Articles of incorporation may be amended, without action by the board of directors or shareholders, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of the United States if the articles of incorporation after amendm…

An amendment to the articles of incorporation does not affect any existing right of persons other than shareholders, any cause of action existing against or in favor of the corporation, or any proceeding to which the corporation is a party. An amendment changing a corporation's d…

(1) The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless: (a) Articles 101 to 117 of this title or the articles of incorporation reserve such power exclusively to the shareholders in whole or part; or (b) A particular bylaw express…

(1) If authorized by the articles of incorporation, the shareholders may amend the bylaws to fix a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by articles 101 to 117 of this title. An amendment to the bylaws to add, ch…

(1) A bylaw that fixes a greater quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed: (a) If adopted by the shareholders, only by the shareholders unless the bylaws otherwise provide; …

One or more domestic corporations may merge with any other entity pursuant to section 7-90-203. Source: L. 93: Entire article added, p. 801, § 1, effective July 1, 1994. L. 2003: IP(2), (2)(a), (2)(b), (2)(c), and (3) amended, p. 2322, § 254, effective July 1, 2004. L. 2007: Enti…

A domestic corporation may convert into any form of entity pursuant to section 7-90-201. Source: L. 2007: Entire section added, p. 245, § 44, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1943, § 48, effective July 1, 2020.

A domestic corporation may be party to an exchange of owner's interests with any other entity pursuant to section 7-90-203.1. Source: L. 93: Entire article added, p. 801, § 1, effective July 1, 1994. L. 2003: IP(2), (2)(a), and (3) amended, p. 2323, § 255, effective July 1, 2004.…

(1) After adopting a plan of conversion complying with section 7-90-201.3, a plan of merger complying with section 7-90-203.3, or a plan of exchange complying with section 7-90-203.3, the board of directors of the converting corporation, the board of directors of each corporation…

(1) By complying with the provisions of this section, a parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may either merge such subsidiary into itself or merge itself into such subsidiary. (2) The board of direct…

(1) One or more domestic corporations may merge with one or more foreign entities if: (a) The merger is permitted by section 7-90-203 (2); (b) The foreign entity complies with section 7-90-203.7 if it is the surviving entity of the merger; and (c) Each domestic corporation compli…

(1) A foreign or alien insurer which seeks to change its domicile under section 10-3-125 or 10-3-126, C.R.S., shall submit articles of redomestication in triplicate to the commissioner of insurance and the attorney general for examination. After being approved by them, the articl…

(1) A corporation may, as authorized by its bylaws or by the board of directors: (a) Sell, lease, exchange, or otherwise dispose of any or all of its property in the usual and regular course of business; (b) Mortgage, pledge, dedicate to the repayment of indebtedness, whether wit…

(1) A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property, with or without its good will, other than in the usual and regular course of business on the terms and conditions and for the consideration determined by the board of …

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 per…

(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…

(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 …

(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…

(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…

(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…