Title 7, Corporations and Associations
0 chapters · 1,168 sections in this title.
Colo. Rev. Stat. § 7-107-302 Voting agreements
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(1) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to the provisions of section 7-107-301. (2) A voting agreement created under this se…
Colo. Rev. Stat. § 7-107-401 Definition of shareholder - repeal. (Repealed)
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Source: L. 93: Entire article added, p. 777, � 1, effective July 1, 1994. L. 2019: (2) added by revision, (SB 19-086), ch. 166, pp. 1930, 1966, �� 34, 72. Editor's note: Subsection (2) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1930, 1966.)…
Colo. Rev. Stat. § 7-107-402 Actions by shareholders
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(1) No action shall be commenced by a shareholder in the right of a domestic corporation, and no action shall be commenced in this state by a shareholder in the right of a foreign corporation, unless the plaintiff was a shareholder of the corporation at the time of the transactio…
Colo. Rev. Stat. § 7-108-101 Requirement for board of directors
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(1) Except as otherwise provided in its articles of incorporation, each corporation shall have a board of directors. (2) Subject to any provision stated in the articles of incorporation, all corporate powers shall be exercised by or under the authority of, and the business and af…
Colo. Rev. Stat. § 7-108-102 Qualifications of directors
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A director shall be an individual who is eighteen years of age or older. The bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a shareholder unless the bylaws so prescribe. Source: L. 93: Entire article added, p. 778, � 1,…
Colo. Rev. Stat. § 7-108-103 Number and election of directors
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(1) A board of directors shall consist of one or more members, with the number stated in or fixed in accordance with the bylaws. (2) The bylaws may establish a range for the size of the board of directors by fixing a minimum and maximum number of directors. If a range is establis…
Colo. Rev. Stat. § 7-108-104 Election of directors by certain classes of shareholders
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If the articles of incorporation authorize dividing the shares of the corporation into classes or series, the articles of incorporation may authorize the election of all or a stated number or portion of directors by the holders of one or more authorized classes or series of share…
Colo. Rev. Stat. § 7-108-105 Terms of directors generally
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(1) Except as provided in section 7-108-106, the terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected. (2) Except as provided in section 7-108-106, the terms of all other directors expire at the next annual share…
Colo. Rev. Stat. § 7-108-106 Staggered terms for directors
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The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, with each group containing one-half or one-third of the total, as near as may be. In that event, the terms of directors in the first…
Colo. Rev. Stat. § 7-108-107 Resignation of directors
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(1) A director may resign at any time by giving notice of resignation to the corporation. (2) A resignation of a director is effective when the notice is received by the corporation unless the notice states a later effective date. (3) Repealed. Source: L. 93: Entire article added…
Colo. Rev. Stat. § 7-108-108 Removal of directors by shareholders
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(1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation provide that directors may be removed only for cause. (2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may pa…
Colo. Rev. Stat. § 7-108-109 Removal of directors by judicial proceeding
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(1) A director may be removed 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 court for the county in which the street add…
Colo. Rev. Stat. § 7-108-110 Vacancy on board
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(1) Unless otherwise provided in the articles of incorporation, if a vacancy occurs on a board of directors, including a vacancy resulting from an increase in the number of directors: (a) The shareholders may fill the vacancy; (b) The board of directors may fill the vacancy; or (…
Colo. Rev. Stat. § 7-108-111 Compensation of directors
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Unless otherwise provided in the bylaws, the board of directors may fix the compensation of directors. Source: L. 93: Entire article added, p. 781, � 1, effective July 1, 1994.
Colo. Rev. Stat. § 7-108-201 Meetings
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(1) The board of directors may hold regular or special meetings in or out of this state and may hold the meetings by means of remote communication without designating a place. (2) Unless otherwise provided in the bylaws, the board of directors may permit any director to participa…
Colo. Rev. Stat. § 7-108-202 Action without meeting
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(1) Unless the bylaws require that the action be taken at a meeting, any action required or permitted by articles 101 to 117 of this title to be taken at a board of directors' meeting may be taken without a meeting if all members of the board consent to such action in writing. (2…
Colo. Rev. Stat. § 7-108-203 Notice of meeting
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(1) Unless otherwise provided in the bylaws, regular meetings of the board of directors may be held without notice of the date, time, place, if any place is designated, or purpose of the meeting. (2) Unless the bylaws provide for a longer or shorter period, special meetings of th…
Colo. Rev. Stat. § 7-108-204 Waiver of notice
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(1) A director may waive any notice of a meeting before or after the time and date of the meeting stated in the notice. Except as provided by subsection (2) of this section, the waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be del…
Colo. Rev. Stat. § 7-108-205 Quorum and voting
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(1) Unless a greater number is required by the bylaws, a quorum of a board of directors consists of: (a) A majority of the number of directors fixed if the corporation has a fixed board size; or (b) A majority of the number of directors fixed or, if no number is fixed, of the num…
Colo. Rev. Stat. § 7-108-206 Committees
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(1) Except as otherwise provided in the bylaws and subject to the provisions of section 7-109-106, the board of directors may create one or more committees and appoint one or more members of the board of directors to serve on them. (2) The creation of a committee and appointment …
Colo. Rev. Stat. § 7-108-301 Officers
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(1) A corporation shall have the officers designated in its bylaws or by the board of directors. An officer shall be an individual who is eighteen years of age or older. (2) Officers may be appointed by the board of directors or in such other manner as the board of directors or b…
Colo. Rev. Stat. § 7-108-302 Duties of officers
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Each officer shall have the authority and shall perform the duties stated with respect to the officer's office in the bylaws or, to the extent not inconsistent with the bylaws, prescribed with respect to that office by the board of directors or by an officer authorized by the boa…
Colo. Rev. Stat. § 7-108-303 Resignation and removal of officers
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(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…
Colo. Rev. Stat. § 7-108-304 Contract rights with respect to officers
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(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…
Colo. Rev. Stat. § 7-108-401 Standards of conduct for directors and officers
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(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…
Colo. Rev. Stat. § 7-108-402 Standards of liabilities for directors
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(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: …
Colo. Rev. Stat. § 7-108-403 Limitation of certain liabilities of directors and officers
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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…
Colo. Rev. Stat. § 7-108-404 Limitation of certain remedies - definition
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(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…
Colo. Rev. Stat. § 7-108-405 Liability of directors for unlawful distributions
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(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…
Colo. Rev. Stat. § 7-108-501 Conflicting interest transaction - definition
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(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 of…
Colo. Rev. Stat. § 7-109-101 Definitions
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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 individua…
Colo. Rev. Stat. § 7-109-102 Authority to indemnify directors
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(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) …
Colo. Rev. Stat. § 7-109-103 Mandatory indemnification of directors
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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…
Colo. Rev. Stat. § 7-109-104 Advance of expenses to directors
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(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…
Colo. Rev. Stat. § 7-109-105 Court-ordered indemnification - advance of expenses
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(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…
Colo. Rev. Stat. § 7-109-106 Determination and authorization of indemnification of directors
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(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…
Colo. Rev. Stat. § 7-109-107 Indemnification of officers, employees, fiduciaries, and agents
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(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…
Colo. Rev. Stat. § 7-109-108 Insurance
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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…
Colo. Rev. Stat. § 7-109-109 Variation by corporate action
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(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…
Colo. Rev. Stat. § 7-109-110 Notice to shareholders of indemnification of director
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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…
Colo. Rev. Stat. § 7-109-111 Exclusivity
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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.
Colo. Rev. Stat. § 7-110-101 Authority to amend articles of incorporation
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(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…
Colo. Rev. Stat. § 7-110-102 Amendment of articles of incorporation by board of directors
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(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…
Colo. Rev. Stat. § 7-110-103 Amendment of articles of incorporation by board of directors and shareholders
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(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…
Colo. Rev. Stat. § 7-110-104 Voting on amendments of articles of incorporation by voting groups
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(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…
Colo. Rev. Stat. § 7-110-105 Amendment of articles of incorporation before issuance of shares
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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.
Colo. Rev. Stat. § 7-110-106 Articles of amendment to articles of incorporation
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(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…
Colo. Rev. Stat. § 7-110-107 Restated articles of incorporation
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(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…
Colo. Rev. Stat. § 7-110-108 Amendment of articles of incorporation pursuant to reorganization
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(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…
Colo. Rev. Stat. § 7-110-109 Effect of amendment of articles of incorporation
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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…