Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-102-107 Emergency bylaws
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(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 shareholders, may inclu…
Colo. Rev. Stat. § 7-102-108 Forum selection - definition
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(1) The articles of incorporation or the bylaws may require that any or all internal corporate claims must be brought exclusively in any specified court of this state and, if so specified, in any additional courts in this state or in any other jurisdiction with which the corporat…
Colo. Rev. Stat. § 7-103-101 Purposes and applicability
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(1) Every corporation incorporated under articles 101 to 117 of this title has the purpose of engaging in any lawful business unless a more limited purpose is stated in the articles of incorporation. (2) Where another statute of this state requires that corporations of a particul…
Colo. Rev. Stat. § 7-103-102 General powers
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(1) Unless otherwise provided in the articles of incorporation, every 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 business and affairs, including t…
Colo. Rev. Stat. § 7-103-103 Emergency powers
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(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 additional offi…
Colo. Rev. Stat. § 7-103-104 Ultra vires
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(1) Except as provided in subsection (2) of this section, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. (2) A corporation's power to act may be challenged: (a) In a proceeding by a shareholder against the c…
Colo. Rev. Stat. § 7-103-105 Agent may convey real estate - repeal. (Repealed)
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Source: L. 93: Entire article added, p. 749, � 1, effective July 1, 1994. L. 2003: (2) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsection (2) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
Colo. Rev. Stat. § 7-103-106 Ratification of defective corporate actions - definitions
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(1) Defective corporate actions. (a) A defective corporate action is not void or voidable if ratified in accordance with subsection (2) of this section or validated in accordance with subsection (7) of this section. (b) Ratification under subsection (2) of this section or validat…
Colo. Rev. Stat. § 7-104-101 Corporate name. (Repealed)
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Source: L. 93: Entire article added, p. 749, � 1, effective July 1, 1994. L. 94: (2)(i) added, p. 87, � 13, effective July 1. L. 96: (2) amended, p. 1313, � 12, effective June 1. L. 2000: Entire section repealed, p. 990, � 109, effective July 1.
Colo. Rev. Stat. § 7-104-102 Reserved name. (Repealed)
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Source: L. 93: Entire article added, p. 750, � 1, effective July 1, 1994. L. 2000: Entire section repealed, p. 990, � 109, effective July 1.
Colo. Rev. Stat. § 7-105-101 Registered office and registered agent
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(1) Part 7 of article 90 of this title, providing for registered agents and service of process, applies to corporations incorporated under or subject to articles 101 to 117 of this title. (2) (Deleted by amendment, L. 2003, p. 2315, � 225, effective July 1, 2004.) Source: L. 93: …
Colo. Rev. Stat. § 7-105-102 Change of registered office or registered agent - repeal. (Repealed)
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C.R.S. 7-105-102Statutes 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. § 7-105-103 Resignation of registered agent - repeal. (Repealed)
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Source: L. 93: Entire article added, p. 752, � 1, effective July 1, 1994. L. 96: (2) amended, p. 1314, � 13, effective June 1. L. 2002: (1) and (2) amended, p. 1847, � 107, effective July 1; (1) and (2) amended, p. 1712, � 107, effective October 1. L. 2003: (4) added by revision,…
Colo. Rev. Stat. § 7-105-104 Service on corporation - repeal. (Repealed)
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Source: L. 93: Entire article added, p. 752, � 1, effective July 1, 1994. L. 2003: (4) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsection (4) provided for the repeal of this section, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
Colo. Rev. Stat. § 7-106-101 Authorized shares
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(1) The articles of incorporation shall state the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall state a distinguishing designation for each …
Colo. Rev. Stat. § 7-106-102 Terms of class or series determined by board of directors
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(1) If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights, within the limits set forth in section 7-106-101, of: (a) Any class of shares before the issuance of any shares of that c…
Colo. Rev. Stat. § 7-106-103 Issued and outstanding shares
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(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled. (2) The reacquisition, redemption, or conversion of out…
Colo. Rev. Stat. § 7-106-104 Fractional shares
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(1) A corporation may: (a) Issue fractions of a share or pay in cash the value of fractions of a share; (b) Arrange for disposition of fractional shares by the shareholders; or (c) Issue scrip in registered form entitling the holder to receive a full share upon surrendering enoug…
Colo. Rev. Stat. § 7-106-105 Reverse split
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(1) Unless otherwise provided in the articles of incorporation, the outstanding shares of a class or series may be reduced to a lesser number of shares by a reverse split made on the terms set forth in this section. (2) To effect the reverse split, each outstanding share of the c…
Colo. Rev. Stat. § 7-106-201 Subscription for shares
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(1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation before the time the corporation is incorporated and accepts the subscript…
Colo. Rev. Stat. § 7-106-202 Issuance of shares
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(1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. (2) Subject to the limitations set forth in subsection (5) of this section, the board of directors may authorize the issuance of shares for consi…
Colo. Rev. Stat. § 7-106-203 Liability of shareholders
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(1) A purchaser from a corporation of shares issued by the corporation is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under section 7-106-202 or stated in a subscriptio…
Colo. Rev. Stat. § 7-106-204 Share dividends
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(1) Unless otherwise provided in the articles of incorporation, shares may be issued pro rata and without consideration to the shareholders or to the shareholders of one or more classes or series of its shares. An issuance of shares pursuant to this subsection (1) is a share divi…
Colo. Rev. Stat. § 7-106-205 Share options and other rights - definitions
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(1) For purposes of this section: (a) Rights means rights, options, warrants, or convertible securities entitling the holders thereof to purchase, receive, or acquire shares or fractions of shares of the corporation or assets or debts or other obligations of the corporation. (b) …
Colo. Rev. Stat. § 7-106-206 Form and content of certificates
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(1) Shares may, but need not, be represented by certificates. Unless articles 101 to 117 of this title or another statute expressly provide otherwise, the rights and obligations of shareholders are not affected by the fact that their shares are not represented by certificates. (2…
Colo. Rev. Stat. § 7-106-207 Shares without certificates
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(1) Unless otherwise provided by the bylaws, the board of directors may authorize the issuance by the corporation of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates…
Colo. Rev. Stat. § 7-106-208 Restriction on transfer of shares and other securities
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(1) The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement among shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued bef…
Colo. Rev. Stat. § 7-106-209 Expense of issue
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A corporation may pay the expenses of selling or underwriting its shares, and of incorporating, organizing, or reorganizing the corporation, from the consideration received for shares. Source: L. 93: Entire article added, p. 760, � 1, effective July 1, 1994.
Colo. Rev. Stat. § 7-106-301 Shareholders' preemptive rights
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(1) The shareholders of a corporation do not have a preemptive right to acquire unissued shares except to the extent provided by subsections (3) to (6) of section 7-117-101 or the articles of incorporation. (2) A statement included in the articles of incorporation that the corpor…
Colo. Rev. Stat. § 7-106-302 Corporation's acquisition of its own shares
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(1) A corporation may acquire its own shares, and, except as provided by section 7-117-101 (6), shares so acquired constitute authorized but unissued shares. (2) If the articles of incorporation prohibit the reissuance of acquired shares: (a) The number of authorized shares is re…
Colo. Rev. Stat. § 7-106-401 Distributions to shareholders
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(1) A board of directors may authorize, and the corporation may make, distributions to its shareholders subject to any restriction in the articles of incorporation and subject to the limitations set forth in subsection (3) of this section. (2) The bylaws or, in the absence of an …
Colo. Rev. Stat. § 7-106-402 Unclaimed distributions
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If a corporation has mailed three successive distributions to a shareholder addressed to the shareholder's address shown on the corporation's current record of shareholders and the distributions have been returned as undeliverable, no further attempt to deliver distributions to t…
Colo. Rev. Stat. § 7-107-101 Annual meeting
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(1) A corporation shall hold a meeting of shareholders annually at a time and date stated in or fixed in accordance with the bylaws, or, if not so stated or fixed, at a time and date stated in or fixed in accordance with a resolution of the board of directors. (2) Unless the boar…
Colo. Rev. Stat. § 7-107-102 Special meeting
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(1) A corporation shall hold a special meeting of shareholders: (a) On call of its board of directors or the person or persons authorized by the bylaws or resolution of the board of directors to call such a meeting; or (b) If the corporation receives one or more written demands f…
Colo. Rev. Stat. § 7-107-103 Court-ordered meeting
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(1) The holding of a meeting of the shareholders may be summarily ordered by the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, by the district …
Colo. Rev. Stat. § 7-107-104 Action without meeting
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(1) Unless the articles of incorporation require that such action be taken at a shareholders' meeting, any action required or permitted by articles 101 to 117 of this title to be taken at a shareholders' meeting may be taken without a meeting if: (a) All of the shareholders entit…
Colo. Rev. Stat. § 7-107-105 Notice of meeting
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(1) A corporation shall give notice to shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than ten nor more than sixty days before the date of the meeting; except that, if the number of authorized shares is to be increased…
Colo. Rev. Stat. § 7-107-106 Waiver of notice
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(1) A shareholder may waive any notice required by articles 101 to 117 of this title or by the articles of incorporation or the bylaws, whether before or after the date or time stated in the notice as the date or time when any action will occur or has occurred. The waiver shall b…
Colo. Rev. Stat. § 7-107-107 Record date
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(1) The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to be given notice of a shareholders' meeting, to demand a special meeting, to vote, or to take any other action, …
Colo. Rev. Stat. § 7-107-108 Remote participation in shareholders’ meetings - meetings held solely by remote participation
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(1) Shareholders of any class or series of shares may participate in any meeting of shareholders by means of remote communication to the extent the board of directors authorizes participation for that class or series. Participation as a shareholder by means of remote communicatio…
Colo. Rev. Stat. § 7-107-201 Shareholders' list for meeting
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(1) After fixing a record date for a shareholders' meeting, the corporation shall prepare a list of the names of all its shareholders who are entitled to be given notice of the meeting. The list shall be arranged by voting groups and within each voting group by class or series of…
Colo. Rev. Stat. § 7-107-202 Voting entitlement of shares
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(1) Except as otherwise provided in subsections (2) and (4) of this section or in the articles of incorporation, each outstanding share, regardless of class, is entitled to one vote, and each fractional share is entitled to a corresponding fractional vote, on each matter voted on…
Colo. Rev. Stat. § 7-107-203 Proxies
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(1) A shareholder may vote the shareholder's shares in person or by proxy. (2) Without limiting the manner in which a shareholder may appoint a proxy to vote or otherwise act for the shareholder, the following constitutes valid means of appointment: (a) A shareholder may appoint …
Colo. Rev. Stat. § 7-107-204 Shares held by intermediaries and nominees
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(1) A corporation's board of directors may establish a procedure by which a beneficial owner is recognized by the corporation in its records as the shareholder. The extent, terms, conditions, and limitations of this treatment must be specified in the procedure so established. To …
Colo. Rev. Stat. § 7-107-205 Corporation's acceptance of votes
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(1) If the name signed on a vote, ballot, consent, waiver, proxy appointment, or proxy appointment revocation corresponds to the name of a shareholder, the corporation, if acting in good faith, is entitled to accept the vote, ballot, consent, waiver, proxy appointment, or proxy a…
Colo. Rev. Stat. § 7-107-206 Quorum and voting requirements for voting groups
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(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless otherwise provided in articles 101 to 117 of this title or in the articles of incorporation, a majority of t…
Colo. Rev. Stat. § 7-107-207 Action by single and multiple voting groups
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(1) If articles 101 to 117 of this title or the articles of incorporation provide for voting by a single voting group on a matter, action on that matter is taken when voted upon by that voting group as provided in section 7-107-206. (2) If articles 101 to 117 of this title or the…
Colo. Rev. Stat. § 7-107-208 Greater quorum or voting requirements
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(1) The articles of incorporation or, if authorized by the articles of incorporation, bylaws adopted by the shareholders may provide for a greater quorum or voting requirement for shareholders or voting groups than is provided for by articles 101 to 117 of this title. (2) An amen…
Colo. Rev. Stat. § 7-107-209 Voting for directors - cumulative voting
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(1) At each election for directors, every shareholder entitled to vote at such election has the right: (a) To vote, in person or by proxy, all of the shareholder's votes for as many persons as there are directors to be elected and for whose election the shareholder has a right to…
Colo. Rev. Stat. § 7-107-301 Voting trusts
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(1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and by transferring their shares to the trustee. When a voting trust agreement is signed, t…