Title 7, Corporations and Associations

0 chapters · 1,168 sections in this title.

1,168 sectionsFiltered byTitle 7

Colo. Rev. Stat. § 7-110-201 Amendment of bylaws by board of directors or shareholders
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(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…
Colo. Rev. Stat. § 7-110-202 Bylaw changing quorum or voting requirement for shareholders
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(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…
Colo. Rev. Stat. § 7-110-203 Bylaws - changing quorum or voting requirement for directors - requiring a meeting place
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(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for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed: (a) If adopted by the shareholders, only by the shareholders unless the bylaws otherwise provide; …
Colo. Rev. Stat. § 7-111-101 Merger of domestic corporation
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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…
Colo. Rev. Stat. § 7-111-101.5 Conversion of domestic corporation
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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.
Colo. Rev. Stat. § 7-111-102 Owner's interest exchange involving domestic corporation
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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.…
Colo. Rev. Stat. § 7-111-103 Action on plan - merger, conversion, or exchange - definitions
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(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…
Colo. Rev. Stat. § 7-111-104 Merger of parent and subsidiary
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(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…
Colo. Rev. Stat. § 7-111-104.5 Statement of merger or conversion - repeal. (Repealed)
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Source: L. 2004: Entire section added, p. 1503, � 274, effective July 1. L. 2007: Entire section amended, p. 247, � 46, effective May 29. L. 2019: (3) added by revision, (SB 19-086), ch. 166, pp. 1945, 1966, �� 51, 72. Editor's note: Subsection (3) provided for the repeal of this…
Colo. Rev. Stat. § 7-111-105 Statement of share exchange - repeal. (Repealed)
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Source: L. 93: Entire article added, p. 805, � 1, effective July 1, 1994. L. 2002: IP(1) amended, p. 1849, � 119, effective July 1; IP(1) amended, p. 1714, � 119, effective October 1. L. 2003: (1), (2), and (3) amended, p. 2324, � 258, effective July 1, 2004. L. 2004: (1) amended…
Colo. Rev. Stat. § 7-111-106 Effect of merger, conversion, or share exchange - repeal. (Repealed)
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C.R.S. 7-111-106Statutes 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. § 7-111-106.5 Merger with foreign entity
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(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…
Colo. Rev. Stat. § 7-111-107 Share exchange with foreign corporation - repeal. (Repealed)
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Source: L. 93: Entire article added, p. 806, � 1, effective July 1, 1994. L. 96: (2)(a)(I) amended, p. 1320, � 28, effective June 1. L. 2003: (1)(a), (1)(b), (2)(a), and (2)(c) amended, p. 2324, � 259, effective July 1, 2004. L. 2004: (1)(c), (1)(d), IP(2), (2)(a), (2)(b), (3), a…
Colo. Rev. Stat. § 7-111-108 Redomestication as a domestic insurer
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(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…
Colo. Rev. Stat. § 7-112-101 Sale or mortgage of property without shareholder approval
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(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…
Colo. Rev. Stat. § 7-112-102 Sale of property requiring shareholder approval
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(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 …
Colo. Rev. Stat. § 7-113-101 Definitions
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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 perso…
Colo. Rev. Stat. § 7-113-102 Right to appraisal
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(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…
Colo. Rev. Stat. § 7-113-103 Assertion of rights by nominees and beneficial owners
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(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 …
Colo. Rev. Stat. § 7-113-201 Notice of appraisal rights
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(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…
Colo. Rev. Stat. § 7-113-202 Notice of intent to demand payment
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(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…
Colo. Rev. Stat. § 7-113-203 Appraisal notice and form
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(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…
Colo. Rev. Stat. § 7-113-204 Perfection of rights - right to withdraw
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(1) A shareholder that receives notice pursuant to section 7-113-203 and that wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of …
Colo. Rev. Stat. § 7-113-205 Payment
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(1) Except as provided in section 7-113-206, within thirty days after the date specified in section 7-113-203 (2)(b)(II), the corporation shall pay in cash to those shareholders who complied with section 7-113-204 (1) the amount the corporation estimates to be the fair value of t…
Colo. Rev. Stat. § 7-113-206 After-acquired shares
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(1) The corporation may elect to withhold payment otherwise required by section 7-113-205 from any shareholder that was required to certify, but did not certify, that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired befo…
Colo. Rev. Stat. § 7-113-207 Procedure if shareholder is dissatisfied with payment or offer
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(1) A shareholder that is paid pursuant to section 7-113-205 and is dissatisfied with the amount of the payment must notify the corporation in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate, plus interest, less any payme…
Colo. Rev. Stat. § 7-113-301 Court action
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(1) If a demand for payment under section 7-113-207 remains unresolved, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does …
Colo. Rev. Stat. § 7-113-302 Court costs and expenses
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(1) The court in an appraisal proceeding commenced under section 7-113-301 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation; except that t…
Colo. Rev. Stat. § 7-113-401 Other remedies limited
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(1) The legality of a proposed or completed corporate action described in section 7-113-102 (1) may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the co…
Colo. Rev. Stat. § 7-114-101 Authorization of dissolution before issuance of shares
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If a corporation has not yet issued shares, a majority of its directors or, if no directors have been elected, a majority of its incorporators may authorize the dissolution of the corporation. Source: L. 93: Entire article added, p. 822, � 1, effective July 1, 1994.
Colo. Rev. Stat. § 7-114-102 Authorization of dissolution after issuance of shares
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(1) After shares have been issued, dissolution of a corporation may be authorized in the manner provided in subsection (2) of this section. (2) For a proposal to dissolve the corporation to be authorized: (a) The board of directors shall adopt the proposal to dissolve; (b) The bo…
Colo. Rev. Stat. § 7-114-102.5 Dissolution upon expiration of period of duration
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(1) A corporation shall be dissolved upon and by reason of the expiration of its period of duration, if any, stated in its articles of incorporation. (2) A provision in the articles of incorporation to the effect that the corporation or its existence shall be terminated at a stat…
Colo. Rev. Stat. § 7-114-103 Articles of dissolution
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(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of dissolution stating: (a) The domestic entity name of the corporation; (b) The principal of…
Colo. Rev. Stat. § 7-114-103.5 Name of dissolved corporation - repeal. (Repealed)
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Source: L. 96: Entire section added, p. 1324, � 34, effective June 1. L. 2000: Entire section amended, p. 979, � 63, effective July 1. L. 2003: (2) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsection (2) provided for the repeal of this section, effective Jul…
Colo. Rev. Stat. § 7-114-104 Revocation of dissolution. (Repealed)
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Source: L. 93: Entire article added, p. 823, � 1, effective July 1, 1994. L. 2000: (3)(a) and (5) amended, p. 979, � 64, effective July 1. L. 2002: IP(3) and (4) amended, p. 1850, � 122, effective July 1; IP(3) and (4) amended, p. 1715, � 122, effective October 1. L. 2003: IP(3),…
Colo. Rev. Stat. § 7-114-105 Effect of dissolution
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(1) A dissolved corporation continues its corporate existence but may 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 that will not be distributed in kind t…
Colo. Rev. Stat. § 7-114-106 Disposition of known claims by notification. (Repealed)
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Source: L. 93: Entire article added, p. 825, � 1, effective July 1, 1994. L. 96: (2) amended, p. 1325, � 37, effective June 1. L. 2006: Entire section repealed, p. 884, � 87, effective July 1.
Colo. Rev. Stat. § 7-114-107 Disposition of claims by publication. (Repealed)
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Source: L. 93: Entire article added, p. 826, � 1, effective July 1, 1994. L. 2003: (2)(a) amended, p. 2328, � 266, effective July 1, 2004. L. 2006: Entire section repealed, p. 884, � 87, effective July 1. 7-114-108. Enforcement of claims against dissolved corporation. (Repealed) …
Colo. Rev. Stat. § 7-114-108 Enforcement of claims against dissolved corporation. (Repealed)
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C.R.S. 7-114-108Statutes 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. § 7-114-109 Service on dissolved corporation - repeal. (Repealed)
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Source: L. 93: Entire article added, p. 827, � 1, effective July 1, 1994. L. 96: (1)(a) amended, p. 1325, � 38, effective June 1. 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, …
Colo. Rev. Stat. § 7-114-201 Grounds for administrative dissolution. (Repealed)
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Source: L. 93: Entire article added, p. 828, � 1, effective July 1, 1994. L. 96: (1)(c) amended, p. 1325, � 39, effective June 1. L. 2000: (1)(b) amended, p. 980, � 65, effective July 1. L. 2003: (1)(a), (1)(b), (1)(c), and (1)(d) amended, p. 2328, � 267, effective July 1, 2004. …
Colo. Rev. Stat. § 7-114-202 Procedure for and effect of administrative dissolution. (Repealed)
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C.R.S. 7-114-202Statutes 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. § 7-114-203 Reinstatement following administrative dissolution - repeal. (Repealed)
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C.R.S. 7-114-203Statutes 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. § 7-114-204 Appeal from denial of reinstatement - repeal. (Repealed)
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Source: L. 93: Entire article added, p. 830, � 1, effective July 1, 1994. L. 94: (1) and (2) amended, p. 76, � 3, effective July 1. L. 96: (2) amended, p. 1326, � 41, effective June 1. L. 2003: (5) added by revision, pp. 2356, 2357, �� 347, 348. Editor's note: Subsection (5) prov…
Colo. Rev. Stat. § 7-114-301 Grounds for judicial dissolution
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(1) A corporation may be dissolved in a proceeding by the attorney general if it is established that: (a) The corporation obtained its articles of incorporation through fraud; or (b) The corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A co…
Colo. Rev. Stat. § 7-114-302 Procedure for judicial dissolution
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(1) A proceeding by the attorney general to dissolve a corporation shall be brought in the district court for the county in this state in which the street address of the corporation's principal office or the street address of its registered agent is located or, if the corporation…
Colo. Rev. Stat. § 7-114-303 Receivership or custodianship
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(1) Unless an election to purchase has been filed under section 7-114-305, a court in a judicial proceeding to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the corporation. The …
Colo. Rev. Stat. § 7-114-304 Decree of dissolution
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(1) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-114-301 exist, it may enter a decree dissolving the corporation and stating the effective date of the dissolution, and the clerk of the court shall deliver a certi…
Colo. Rev. Stat. § 7-114-305 Election to purchase in lieu of dissolution
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(1) In a proceeding under section 7-114-301 (2) to dissolve a corporation, unless otherwise provided in the articles of incorporation or bylaws of the corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect, to purchase all shares owned…
Colo. Rev. Stat. § 7-114-401 Deposit with state treasurer
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Assets of a dissolved corporation that should be transferred to a creditor, claimant, or shareholder of the corporation who cannot be found or who is not legally competent to receive them shall be reduced to cash and deposited with the state treasurer as property presumed to be a…