C.R.S. § 7-130-202 — CO Code / Title 7 / Article 130 / Part 2 / Section 7-130-202
7-130-202. Bylaw changing quorum or voting requirement for members
Status: in_force

7-130-202. Bylaw changing quorum or voting requirement for members.

(1) (Deleted by amendment, L. 98, p. 626, § 36, effective July 1, 1998.)

(2) A bylaw that fixes a lesser or greater quorum requirement or a greater voting requirement for members pursuant to section 7-127-207 shall not be amended by the board of directors.
C.R.S. § 7-90-813 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-813
7-90-813. Title 12 limitations
Status: in_force

7-90-813. Title 12 limitations. Nothing in this part 8 shall be construed to permit a foreign entity to engage in a profession or occupation as described in title 12, C.R.S., for which there is a specific statutory provision applicable to the practice of such profession or occupation by a corporation or professional corporation in this state unless authorized under applicable provisions of title 12, C.R.S., or section 25-3-103.7, C.R.S.
C.R.S. § 7-102-108 — CO Code / Title 7 / Article 102 / Section 7-102-108
7-102-108. Forum selection - definition
Status: in_force

7-102-108. Forum selection - definition. (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 corporation has a reasonable relationship.

(2) A provision of the articles of incorporation or bylaws specified in subsection (1) of this section does not confer jurisdiction on any court or over any person or claim and does not apply if none of the courts specified by the provision has the requisite personal and subject-matter jurisdiction. If a court specified in a provision specified in subsection (1) of this section does not have the requisite personal and subject-matter jurisdiction and another court of this state does have that jurisdiction, the internal corporate claim may be brought:

(a) In the other court of this state, notwithstanding that the other court is not specified in the provision; and

(b) In any other court specified in the provision that has the requisite jurisdiction.

(3) No provision of the articles of incorporation or the bylaws may prohibit bringing an internal corporate claim in the courts of this state or require the claims to be determined by arbitration.

(4) "Internal corporate claim" means:

(a) Any claim that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or shareholder in that capacity;

(b) A derivative action or proceeding brought on behalf of the corporation;

(c) An action asserting a claim arising pursuant to any provision of articles 101 to 117 of this title 7, the articles of incorporation, or bylaws; or

(d) An action asserting a claim governed by the internal affairs doctrine that is not included in subsections (4)(a) to (4)(c) of this section.
C.R.S. § 7-62-104.5 — CO Code / Title 7 / Article 62 / Part 1 / Section 7-62-104.5
7-62-104.5. Registered agent - service of process
Status: in_force

7-62-104.5. Registered agent - service of process. Part 7 of article 90 of this title, providing for registered agents and service of process, applies to limited partnerships.
C.R.S. § 7-58-820 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-820
7-58-820. Other considerations of directors
Status: in_force

7-58-820. Other considerations of directors. (1) Unless the articles otherwise provide, in considering the best interests of a limited cooperative association, a director of the association in discharging the duties of director, in conjunction with considering the long- and short-term interest of the association and its members, may consider:

(a) The interest of employees, customers, and suppliers of the association;

(b) The interest of the community in which the association operates; and

(c) Other cooperative principles and values that may be applied in the context of the decision.
C.R.S. § 7-70-103 — CO Code / Title 7 / Article 70 / Section 7-70-103
7-70-103. Effect of filing statement of trademark registration
Status: in_force

7-70-103. Effect of filing statement of trademark registration. (1) A statement of trademark registration filed by the secretary of state shall be notice of the claims made in the statement of trademark registration from and after the date and time the statement of trademark registration is filed.

(2) Except as provided in subsection (1) of this section, filing of a statement of trademark registration does not confer upon the registrant any substantive right or create any remedy not otherwise available. All substantive rights and remedies created by the laws of this state with respect to trademarks are created exclusively by common law.

(3) Except as provided in subsection (1) of this section, filing of a statement of trademark registration does not enlarge or otherwise affect rights with respect to the trademark that are created by the common law of this state or any other laws. The lack of filing of a statement of trademark registration does not impair or otherwise affect such rights.

(4) This article does not confer the right to use the phrase "registered in the United States patent and trademark office", the abbreviation "reg. U.S. pat. & tm. off.", or any other abbreviation of such phrase or variant thereof, or the letter R enclosed within a circle, or ® in connection with a trademark with respect to which a statement of trademark registration has been filed by the secretary of state.
C.R.S. § 7-64-1101 — CO Code / Title 7 / Article 64 / Part 11 / Section 7-64-1101
7-64-1101. Filing requirements
Status: in_force

7-64-1101. Filing requirements. Part 3 of article 90 of this title, providing for the filing of documents, applies to any document filed or to be filed by the secretary of state pursuant to this article.
C.R.S. § 7-71-104 — CO Code / Title 7 / Article 71 / Section 7-71-104
7-71-104. Effect of filing a statement of trade name
Status: in_force

7-71-104. Effect of filing a statement of trade name. (1) (a) A filed statement of trade name shall become effective as provided in section 7-90-304, and, unless the statement of trade name is withdrawn in accordance with section 7-71-106, for reporting entities shall remain effective in perpetuity, subject to the provisions of paragraphs (b) and (c) of this subsection (1), and for persons other than reporting entities shall remain effective only through the last day of the twelfth calendar month following the calendar month in which the statement of trade name becomes effective, unless it is renewed in accordance with section 7-71-105.

(b) A filed statement of trade name of a delinquent entity shall remain effective only through the last day of the twelfth calendar month following the calendar month of the effective date of delinquency under section 7-90-902 (1), unless it is renewed in accordance with section 7-71-105; except that this paragraph (b) shall not apply to a filed statement of trade name of a delinquent entity that cures its delinquency pursuant to section 7-90-904 (1) while such filed statement of trade name is effective.

(c) A filed statement of trade name of a dissolved reporting entity shall remain effective only through the last day of the twelfth calendar month following the calendar month of the effective date of dissolution of the entity, unless it is renewed in accordance with section 7-71-105; except that this paragraph (c) shall not apply to a filed statement of trade name of a dissolved entity that is reinstated while such filed statement of trade name is effective.

(2) A person having an effective statement of trade name on file in the records of the secretary of state shall be liable in connection with the business transacted in this state by the person under the trade name stated in the statement of trade name to the same extent and in the same manner as if the business were transacted under its true name.

(3) A person having an effective statement of trade name on file in the records of the secretary of state at the time an action is brought by another person may be sued under the trade name stated in the statement of trade name in connection with any business transacted by the person in this state under the trade name with the person bringing the action.
C.R.S. § 7-90-104 — CO Code / Title 7 / Article 90 / Part 1 / Section 7-90-104
7-90-104. Nonapplication of uniform commercial code to owner's interest
Status: in_force

7-90-104. Nonapplication of uniform commercial code to owner's interest. 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.
C.R.S. § 7-90-403 — CO Code / Title 7 / Article 90 / Part 4 / Section 7-90-403
7-90-403. Notices by the secretary of state
Status: in_force

7-90-403. Notices by the secretary of state. (1) (a) The secretary of state may give notice, in such manner as the secretary of state may determine, to any person about any matter arising under or with respect to this title, including notice regarding:

(I) The due date of a periodic report;

(II) The existence of grounds for delinquency;

(III) The pendency of dissolution upon expiration of period of duration;

(IV) The dissolution upon expiration of period of duration;

(V) The due date of a trade name renewal; and

(VI) The due date of a trademark renewal.

(b) The secretary of state may use a phase-in period or any other method to mitigate hardship on the reporting entity caused by electronic notification and may provide exceptions from such electronic notification where hardship or other good cause is shown.

(c) This subsection (1) does not affect a requirement that the secretary of state give notice under another provision of law.

(2) Neither the determination of the secretary of state to give, or not to give, any notice under the authority of subsection (1) of this section nor the failure of any person to receive any notice so given affects any obligation under or requirement of any provision of this title or excuses any noncompliance by any person of any obligation under or requirement of any provision of this title.
C.R.S. § 7-113-206 — CO Code / Title 7 / Article 113 / Part 2 / Section 7-113-206
7-113-206. After-acquired shares
Status: in_force

7-113-206. After-acquired shares. (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 before the date set forth in the appraisal notices sent pursuant to section 7-113-203 (2)(a).

(2) If the corporation elected to withhold payment under subsection (1) of this section, it must, within thirty days after the date specified in section 7-113-203 (2)(b)(II), notify all shareholders that are described in subsection (1) of this section:

(a) Of the information required by section 7-113-205 (2)(a);

(b) Of the corporation's estimate of fair value pursuant to section 7-113-205 (2)(b);

(c) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 7-113-207;

(d) That those shareholders that wish to accept the offer must notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and

(e) That those shareholders who do not satisfy the requirements for demanding appraisal under section 7-113-207 shall be deemed to have accepted the corporation's offer.

(3) Within ten days after receiving the shareholder's acceptance pursuant to subsection (2)(d) of this section, the corporation shall pay in cash the amount it offered under section 7-113-206 (2)(b) to each shareholder that agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.

(4) Within forty days after sending the notice described in subsection (2) of this section, the corporation shall pay in cash the amount it offered to pay under subsection (2)(b) of this section to each shareholder described in subsection (3) of this section.
C.R.S. § 7-80-718 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-718
7-80-718. Payment of expenses - derivative proceeding
Status: in_force

7-80-718. Payment of expenses - derivative proceeding. 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 expenses, including attorney fees, incurred by the plaintiff in connection with the maintenance of such proceeding. On the termination of a derivative proceeding commenced pursuant to this part 7, where the court finds that the proceeding was commenced or maintained without reasonable cause or for an improper purpose, the court may order the plaintiff to pay any of the defendant's reasonable expenses, including attorney fees, incurred by the defendant in connection with the defense of such proceeding.
C.R.S. § 7-55-106 — CO Code / Title 7 / Article 55 / Section 7-55-106
7-55-106. Power of directors
Status: in_force

7-55-106. Power of directors. A majority of the board of directors of a cooperative association has full power or authority to authorize the execution and delivery of mortgages or deeds of trust upon, or the pledging of or encumbering of any or all of the property, assets, licenses, franchises, and permits or other things of value of, such association or corporation, whether acquired or to be acquired and wherever situated, as well as any revenues and incomes therefrom, all upon such terms and conditions as such board of directors determines, to secure any indebtedness of such corporation.
C.R.S. § 7-64-1202 — CO Code / Title 7 / Article 64 / Part 12 / Section 7-64-1202
7-64-1202. Title
Status: in_force

7-64-1202. Title. This article may be cited as the "Colorado Uniform Partnership Act (1997)".
C.R.S. § 7-101-509 — CO Code / Title 7 / Article 101 / Part 5 / Section 7-101-509
7-101-509. No effect on other corporations
Status: in_force

7-101-509. No effect on other corporations. (1) The existence of a provision of this part 5 does not of itself create an implication that a contrary or different rule of law is or would be applicable to a corporation or other entity that is not a public benefit corporation.

(2) Except as provided in section 7-101-504, this part 5 does not affect a statute or rule of law that applies to a corporation that is not a public benefit corporation.
C.R.S. § 7-51-109 — CO Code / Title 7 / Article 51 / Section 7-51-109
7-51-109. Liability of stockholders
Status: in_force

7-51-109. Liability of stockholders. Each stockholder shall be liable for the debts of the corporation to the extent of the amount unpaid upon the stock held by the stockholder, to be collected in the manner provided in this section. If any action is brought to recover any indebtedness against the corporation, it shall be competent to proceed against any one or more of the stockholders at the same time, to the extent of the balance unpaid by such stockholders upon the stock owned by them respectively, as in cases of garnishment.
C.R.S. § 7-122-104 — CO Code / Title 7 / Article 122 / Section 7-122-104
7-122-104. Unauthorized assumption of corporate powers
Status: in_force

7-122-104. Unauthorized assumption of corporate powers. All persons purporting to act as or on behalf of a nonprofit corporation without authority to do so and without good-faith belief that they have such authority shall be jointly and severally liable for all liabilities incurred or arising as a result thereof.
C.R.S. § 7-58-1604 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1604
7-58-1604. Merger
Status: in_force

7-58-1604. Merger. (1) One or more domestic limited cooperative associations may merge into another domestic entity if the board of directors of each association that is a party to the merger and each other entity that is a party to the merger adopts a plan of merger complying with section 7-90-203.3 and the members entitled to vote thereon, if any, of each such association, if required by sections 7-58-1605 and 7-58-1606, approve the plan of merger.

(2) One or more domestic limited cooperative associations 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 limited cooperative association complies with the applicable provisions of sections 7-58-1605 and 7-58-1606 and, if it is the surviving association of the merger, with section 7-58-1608 (2).
C.R.S. § 7-114-302 — CO Code / Title 7 / Article 114 / Part 3 / Section 7-114-302
7-114-302. Procedure for judicial dissolution
Status: in_force

7-114-302. Procedure for judicial dissolution. (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 has no principal office in this state and no registered agent, in the district court for the city and county of Denver. A proceeding brought by any other party named in section 7-114-301 shall be brought in the district court for the county in this state in which the street address of the corporation's principal office is located or, if it has no principal office in this state, in the district court for the county in which the street address of its registered agent is located, or, if the corporation has no registered agent, in the district court for the city and county of Denver.

(2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

(4) Within ten days after the commencement of a proceeding to dissolve a corporation under section 7-114-301 (2), the corporation shall send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 7-114-305 and accompanied by a copy of section 7-114-305.
C.R.S. § 7-107-103 — CO Code / Title 7 / Article 107 / Part 1 / Section 7-107-103
7-107-103. Court-ordered meeting
Status: in_force

7-107-103. Court-ordered meeting. (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 court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, by the district court for the city and county of Denver:

(a) On application of any shareholder entitled to participate in an annual meeting if an annual meeting was not held within the earlier of six months after the close of the corporation's most recently ended fiscal year or fifteen months after its last annual meeting; or

(b) On application of any person who participated in a call of or demand for a special meeting effective under section 7-107-102 (1), if:

(I) Notice of the special meeting was not given within thirty days after the date of the call or the date the last of the demands necessary to require the calling of the meeting was received by the corporation pursuant to section 7-107-102 (1)(b), as the case may be; or

(II) The special meeting was not held in accordance with the notice.

(2) The court may fix the time and place of the meeting, determine the shares entitled to participate in the meeting, fix a record date for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the notice of the meeting, fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary or appropriate to accomplish the holding of the meeting.
C.R.S. § 7-107-302 — CO Code / Title 7 / Article 107 / Part 3 / Section 7-107-302
7-107-302. Voting agreements
Status: in_force

7-107-302. Voting agreements. (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 section is specifically enforceable.
C.R.S. § 7-103-102 — CO Code / Title 7 / Article 103 / Section 7-103-102
7-103-102. General powers
Status: in_force

7-103-102. General powers. (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 the power:

(a) To sue and be sued, complain, and defend in its entity name;

(b) To have a corporate seal, which may be altered at will, and to use such seal, or a facsimile thereof, including a rubber stamp, by impressing or affixing it or by reproducing it in any other manner;

(c) To make and amend bylaws;

(d) To purchase, receive, lease, and otherwise acquire, and to own, hold, improve, use, and otherwise deal with, real or personal property or any legal or equitable interest in property, wherever located;

(e) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(f) To purchase, receive, subscribe for, and otherwise acquire shares and other interests in, and obligations of, any other entity; and to own, hold, vote, use, sell, mortgage, lend, pledge, and otherwise dispose of, and deal in and with, the same;

(g) To make contracts and guarantees, incur liabilities, borrow money, issue notes, bonds, and other obligations (which may be convertible into or include the option to purchase other securities of the corporation), and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(h) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(i) To be an agent, an associate, a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or to hold any similar position with, any entity;

(j) To conduct its business, locate offices, and exercise the powers granted by articles 101 to 117 of this title within or without this state;

(k) To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;

(l) To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share options and rights plans, and benefit or incentive plans for any of its current or former directors, officers, employees, and agents;

(m) To make donations for the public welfare or for charitable, scientific, or educational purposes;

(n) To make payments or donations and to do any other act, not inconsistent with law, that furthers the business and affairs of the corporation;

(o) To indemnify current or former directors, officers, employees, fiduciaries, or agents as provided in article 109 of this title;

(p) To limit the liability of its directors as provided in section 7-102-102 (2)(d);

(q) To cease its corporate activities and dissolve;

(r) To impose restrictions on the transfer of its shares; and

(s) To renounce in its articles of incorporation or by action of its board of directors any specified corporate opportunities or specified classes or categories of corporate opportunities that may be presented to the corporation or one or more of its officers, directors, or shareholders as provided in section 7-102-102 (2)(e).
C.R.S. § 7-62-201 — CO Code / Title 7 / Article 62 / Part 2 / Section 7-62-201
7-62-201. Certificates - contents - filing with secretary of state
Status: in_force

7-62-201. Certificates - contents - filing with secretary of state. (1) In order to form a limited partnership, a certificate of limited partnership shall be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title. The certificate of limited partnership shall state:

(a) The domestic entity name of the limited partnership, which domestic entity name shall comply with part 6 of article 90 of this title;

(b) The registered agent name and registered agent address of the limited partnership's initial registered agent;

(c) The true name and mailing address of each general partner;

(c.5) The principal office address of the limited partnership's initial principal office;

(d) That there are at least two partners in the partnership, at least one of whom is a limited partner; and

(e) Any other matters relating to the limited partnership or the certificate the general partners determine to include therein.

(2) A limited partnership is formed at the time of the filing of the certificate of limited partnership in the office of the secretary of state, or at any later time not more than ninety days after the date of the filing of the certificate, stated in the certificate of limited partnership, if, in either case, there has been substantial compliance with the requirements of this section.
C.R.S. § 7-49.5-107 — CO Code / Title 7 / Article 49.5 / Section 7-49.5-107
7-49.5-107. Severability
Status: in_force

7-49.5-107. Severability. If any provision of this article or the application thereof to any person or circumstances is held invalid, such invalidity shall not affect other provisions or applications of the article which can be given effect without the invalid provision or application, and to this end the provisions of this article are declared to be severable.
C.R.S. § 7-74-104 — CO Code / Title 7 / Article 74 / Section 7-74-104
7-74-104. Damages
Status: in_force

7-74-104. Damages. (1) Except to the extent that a material and prejudicial change of position prior to acquiring knowledge or reason to know of misappropriation renders a monetary recovery inequitable, a complainant is entitled to recover damages for misappropriation. Damages may include both the actual loss caused by misappropriation and the unjust enrichment caused by misappropriation that is not taken into account in computing actual loss. In lieu of damages measured by any other methods, the damages caused by misappropriation may be measured by imposition of liability for a reasonable royalty for a misappropriator's unauthorized disclosure or use of a trade secret.

(2) If the misappropriation is attended by circumstances of fraud, malice, or a willful and wanton disregard of the injured party's right and feelings, the court or the jury may award exemplary damages in an amount not exceeding the award made under subsection (1) of this section.
C.R.S. § 7-61-121 — CO Code / Title 7 / Article 61 / Section 7-61-121
7-61-121. Effect of retirement, death, or insanity of a general partner
Status: in_force

7-61-121. Effect of retirement, death, or insanity of a general partner. (1) The retirement, death, or insanity of a general partner dissolves the partnership unless the business is continued by the remaining general partners:

(a) Under a right to do so as stated in the certificate; or

(b) With the consent of all members.
C.R.S. § 7-58-1401 — CO Code / Title 7 / Article 58 / Part 14 / Section 7-58-1401
7-58-1401. Authority to transact business or conduct activities required
Status: in_force

7-58-1401. Authority to transact business or conduct activities required. 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 cooperative associations.
C.R.S. § 7-71-108 — CO Code / Title 7 / Article 71 / Section 7-71-108
7-71-108. Recording of trade name affidavit
Status: in_force

7-71-108. Recording of trade name affidavit. (1) An affidavit stating that a person may hold title to real property in this state under one or more trade names may be recorded in the office of the clerk and recorder of any county in this state in which the person owns, or contemplates owning, any real property or interest in real property and, upon such recording, shall constitute prima facie evidence of the facts recited in the affidavit insofar as such facts affect title to real property located in such county. The affidavit shall include the following:

(a) The true name of the person to which the affidavit relates;

(b) If the person is an entity, the form of entity and the jurisdiction under the law of which it is formed;

(c) If the person is an individual, the street address of the individual's primary residence or usual place of business in this state if the individual has one, or outside this state if the individual has no primary residence or usual place of business in this state, and, if different, the mailing address of the individual or, if the person is an entity, the street address of the entity's usual place of business in this state if it has one, or outside this state if it has no usual place of business in this state and, if different, the mailing address of the entity; and

(d) The trade name or trade names under which the person may hold title to real property in this state.

(2) If the person to which the affidavit relates is not an individual and is capable of holding title to real property under the law of this state, the affidavit also shall be a statement of authority under section 38-30-172, C.R.S., with the effect of a statement of authority as provided in such section, if the affidavit also contains the following:

(a) The true name or position of the person authorized to execute instruments conveying, encumbering, or otherwise affecting title to real property on behalf of the person to which the affidavit relates; and

(b) Any limitation that may exist upon the authority of the person named in the affidavit or holding the position described in the affidavit to bind the person to which the affidavit relates or a statement that no such limitation exists.
C.R.S. § 7-56-604.5 — CO Code / Title 7 / Article 56 / Part 6 / Section 7-56-604.5
7-56-604.5. Statement of merger or conversion
Status: in_force

7-56-604.5. Statement of merger or conversion. (1) After a plan of merger is approved, the surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of merger pursuant to section 7-90-203.7. If the plan of merger provides for amendments to the articles of incorporation of the surviving entity, the surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment effecting the amendments.

(2) After a plan of conversion is approved, the converting entity shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, a statement of conversion pursuant to section 7-90-201.7.
C.R.S. § 7-101-204 — CO Code / Title 7 / Article 101 / Part 2 / Section 7-101-204
7-101-204. Effective time and date of document
Status: repealed

7-101-204. Effective time and date of document. (Repealed)
C.R.S. § 7-58-106 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-106
7-58-106. Powers
Status: in_force

7-58-106. Powers. (1) Unless otherwise provided in the articles, every limited cooperative association has perpetual duration and succession in its domestic entity name and has the powers to do all things necessary or convenient to carry out its business and affairs, including without limitation:

(a) To sue and be sued, complain, and defend in its entity name, and to maintain an action against a member for harm caused to the association by the member's violation of a duty to the association or of this article or the articles or bylaws;

(b) To have a seal, which may be altered at will, and to use the seal, or a facsimile thereof, including a rubber stamp, by impressing or affixing it or by reproducing it in any other manner;

(c) To amend its articles and make and amend bylaws;

(d) To purchase, receive, lease, and otherwise acquire, and to own, hold, improve, use, and otherwise deal with, real or personal property or any legal or equitable interest in property, wherever located;

(e) To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;

(f) To purchase, receive, subscribe for, and otherwise acquire shares and other interests in, and obligations of, any other entity; and to own, hold, vote, use, sell, mortgage, lend, pledge, and otherwise dispose of, and deal in and with, the same;

(g) To make contracts and guarantees; incur liabilities; borrow money; issue notes, bonds, and other obligations, which may be convertible into or include the option to purchase other interests or securities of the association; and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;

(h) To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;

(i) To be an agent, an associate, a fiduciary, a manager, a member, a partner, an equity owner, a promoter, or a trustee of, or to hold any similar position with, any entity;

(j) To conduct its business and activities, locate offices, and exercise the powers granted by this article within or without this state;

(k) To elect and appoint directors, officers, employees, and agents of the association, define their duties, fix their compensation, and lend them money and credit;

(l) To pay pensions and establish pension plans, pension trusts, profit-sharing plans, share bonus plans, share options and rights plans, and benefit or incentive plans for any of its current or former directors, officers, employees, and agents;

(m) To make donations for the public welfare or for charitable, scientific, or educational purposes;

(n) To make payments or donations and to do any other act, not inconsistent with law, that furthers the business and affairs of the association;

(o) To establish conditions for admission of members, admit members, and issue or transfer memberships;

(p) To impose dues, assessments, and admission and transfer fees upon its members;

(q) To impose restrictions on the transfer of its membership interests or other interests in the association;

(r) To carry on its business and affairs;

(s) To indemnify current or former directors, officers, employees, fiduciaries, or agents as provided in part 9 of this article;

(t) To limit the liability of its directors as provided in section 7-58-818; and

(u) To cease its activities and dissolve.
C.R.S. § 7-60-129 — CO Code / Title 7 / Article 60 / Section 7-60-129
7-60-129. Dissolution defined
Status: in_force

7-60-129. Dissolution defined. The dissolution of a partnership is the change in the relation of the partners caused by any partner ceasing to be associated in the carrying on as distinguished from the winding up of the business.
C.R.S. § 7-30-106 — CO Code / Title 7 / Article 30 / Section 7-30-106
7-30-106. Liability in contract and tort
Status: in_force

7-30-106. Liability in contract and tort. (1) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties, and liabilities in contract and tort.

(2) A person is not liable for a breach of a nonprofit association's contract merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.

(3) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.

(4) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.

(5) A member of, or a person considered to be a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered to be a member by the nonprofit association.
C.R.S. § 7-55-104 — CO Code / Title 7 / Article 55 / Section 7-55-104
7-55-104. Board of directors
Status: in_force

7-55-104. Board of directors. The board of directors of a cooperative association shall be stockholders or members of such association or the representatives duly authorized in writing of a legal entity which is a stockholder or member of said cooperative association; except that the articles of incorporation and bylaws may permit the election of any number of directors, less than a majority, who are not stockholders or members, to be elected as stated in the bylaws.
C.R.S. § 7-62-405 — CO Code / Title 7 / Article 62 / Part 4 / Section 7-62-405
7-62-405. Voting
Status: in_force

7-62-405. Voting. The partnership agreement may grant to all or certain identified general partners the right to vote (on a per capita or any other basis), separately or with all or any class of the limited partners on any matter.
C.R.S. § 7-62-601 — CO Code / Title 7 / Article 62 / Part 6 / Section 7-62-601
7-62-601. Interim distributions
Status: in_force

7-62-601. Interim distributions. Except as provided in this part 6, a partner is entitled to receive distributions from a limited partnership before the partner's withdrawal from the limited partnership and before the dissolution and winding up thereof to the extent and at the times or upon the happening of the events stated in the partnership agreement.
C.R.S. § 7-63-107 — CO Code / Title 7 / Article 63 / Section 7-63-107
7-63-107. Limited liability
Status: in_force

7-63-107. Limited liability. The managers, officers, and members, including their transferees and other successors, of an association shall not be liable under any judgment, decree, or order of any court, or in any other manner, for a debt, obligation, or other liability of the association. This section is a default rule, subject to the bylaws.
C.R.S. § 7-80-407 — CO Code / Title 7 / Article 80 / Part 4 / Section 7-80-407
7-80-407. Reimbursement and indemnification of members and managers
Status: in_force

7-80-407. Reimbursement and indemnification of members and managers. A limited liability company shall reimburse a person who is or was a member or manager for payments made, and indemnify a person who is or was a member or manager for liabilities incurred by the person, in the ordinary course of the business of the limited liability company or for the preservation of its business or property, if such payments were made or liabilities incurred without violation of the person's duties to the limited liability company.
C.R.S. § 7-62-202 — CO Code / Title 7 / Article 62 / Part 2 / Section 7-62-202
7-62-202. Amendment to certificate
Status: in_force

7-62-202. Amendment to certificate. (1) A limited partnership may amend its certificate of limited partnership by delivering a certificate of amendment to the secretary of state, for filing pursuant to part 3 of article 90 of this title, stating:

(a) The domestic entity name of the limited partnership; and

(b) (Deleted by amendment, L. 2004, p. 1440, § 126, effective July 1, 2004.)

(c) The amendment to the certificate.

(2) Within thirty days after the happening of any of the following events, an amendment to a certificate of limited partnership reflecting the occurrence of the event or events shall be filed:

(a) The admission of a new general partner; or

(b) The withdrawal of a general partner.

(3) A general partner who becomes aware that any statement in a certificate of limited partnership was false when made or that any arrangements or other facts described have changed, making the certificate inaccurate in any respect, including but not limited to a change in the registered agent name or registered agent address of the registered agent, shall promptly amend the certificate.

(4) A certificate of limited partnership may be amended at any time for any other proper purpose the general partners may determine.

(5) No person has any liability because an amendment to a certificate of limited partnership has not been filed in the records of the secretary of state to reflect the occurrence of any event referred to in subsection (2) or (3) of this section if the amendment is filed within the time periods specified.
C.R.S. § 7-134-204 — CO Code / Title 7 / Article 134 / Part 2 / Section 7-134-204
7-134-204. Appeal from denial of reinstatement - repeal
Status: repealed

7-134-204. Appeal from denial of reinstatement - repeal. (Repealed)
C.R.S. § 7-90-304.5 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-304.5
7-90-304.5. Restated constituent filed document
Status: in_force

7-90-304.5. Restated constituent filed document. (1) Unless the organic statutes expressly provide otherwise:

(a) A domestic entity may restate its constituent filed document at any time by action of its owners or of any other person authorized by the organic statutes to deliver, on behalf of the entity, articles of restatement to the secretary of state, for filing pursuant to this part 3, effecting such restatement.

(b) Articles of restatement of a constituent filed document may include one or more amendments to the constituent filed document if each amendment to the constituent filed document has been approved in the manner provided in the organic statutes. Such an amendment may:

(I) Delete the statement of the names and addresses of the incorporators or other persons forming the entity;

(II) Delete the statement of the names and addresses of the initial managers of the entity;

(III) Delete the statement of the names and addresses of any or all of the individuals named in the constituent filed document, pursuant to section 7-90-301 (6), as being individuals who caused the constituent filed document to be delivered for filing;

(IV) Delete the statement of the principal office address of the entity; and

(V) If a statement of change changing the registered agent name and registered agent address of the registered agent of the entity is on file in the records of the secretary of state, delete the statement of the registered agent name and registered agent address of the initial registered agent of the entity.

(c) An entity restating its constituent filed document shall deliver to the secretary of state, for filing pursuant to this part 3, articles of restatement stating:

(I) The entity name of the entity; and

(II) The text of the restated constituent filed document.

(III) (Deleted by amendment, L. 2004, p. 1479, § 213, effective July 1, 2004.)

(d) Upon filing of articles of restatement of a constituent filed document by the secretary of state or at any delayed effective date provided in the articles of restatement, determined pursuant to section 7-90-304, the constituent filed document as restated by the articles of restatement supersedes the original constituent filed document and all prior amendments to the original constituent filed document.
C.R.S. § 7-56-103 — CO Code / Title 7 / Article 56 / Part 1 / Section 7-56-103
7-56-103. Definitions
Status: in_force

7-56-103. Definitions. As used in this article, unless the context otherwise requires:

(1) "Agricultural cooperative" means a cooperative in which the members, including landlords and tenants, are all producers of agricultural products.

(2) "Agricultural products" means agronomic, horticultural, viticultural, aquacultural, forestry, dairy, livestock, poultry, bee, and any other farm or ranch products.

(3) "Articles" means the articles of incorporation of a cooperative and includes amended articles of incorporation, restated articles of incorporation, and other organizational documents of other entities.

(4) "Board" or "board of directors" means the board of directors or other governing body of a cooperative or other entity.

(5) "Bylaws" means the bylaws adopted by a cooperative and includes amended bylaws and restated bylaws.

(6) "Cooperative" means any entity formed under or subject to this article by election or otherwise, including a cooperative formed under comparable law of another jurisdiction doing business in this state, and having the following characteristics:

(a) The business of the cooperative is operated at cost by adjusting the prices charged for goods or services or by returning any net margins at the end of a fiscal year on a patronage basis to members and other persons qualified to share in the net margins pursuant to the articles or bylaws;

(b) Dividends on stock or interest on equity capital is limited, as prescribed in the articles pursuant to section 7-56-201 or bylaws pursuant to section 7-56-208 of the cooperative;

(c) Voting rights are limited to members of the cooperative as prescribed in the articles or bylaws of the cooperative;

(d) The cooperative's business is carried on for the mutual benefit of its members; and

(e) Members are not liable for any debt, obligation, or liability of the cooperative.

(7) (Deleted by amendment, L. 2003, p. 2219, § 67, effective July 1, 2004.)

(8) "Domestic", when referring to a cooperative or other entity, means an entity formed under the law of this state.

(9) "Equity capital" means all investments in the cooperative except loans or other types of indebtedness, whether made by direct investment, such as investment in stock or memberships, or by retention of amounts of net savings, net margins, or net profits allocated to members and other patrons of the cooperative, or charged to them as part of the transactions between them and the cooperative.

(10) "Foreign", when referring to a cooperative or other entity, means an entity formed under law other than the law of this state.

(11) "Member" means a person who has been received into the membership of a cooperative without common stock or a person who has acquired common stock in a cooperative formed with common stock and, in either case, is authorized to vote. This subsection (11) shall not preclude a cooperative from designating persons as both members and stockholders.

(12) "Net margins" means the receipts from operations less the expenses thereof.

(13) "Patron" means a person who may, but need not, be a member of a cooperative who utilizes the services of the cooperative through the purchase or sale of property or services to or from the cooperative.

(14) "Patronage" means the volume or dollar value of business transacted with the cooperative.

(15) "Patronage refund" means a portion of a cooperative's net margins paid or allocated to a patron based on the patron's patronage.

(16) "Per unit retain" means a deduction authorized by a patron to be made by the cooperative from proceeds of sale of a product or service by the patron to the cooperative or by the cooperative on behalf of the patron where the deduction is based on the value or quantity of the product or service sold to the cooperative or on behalf of the patron and is deducted as a contribution or investment by the patron in the capital of the cooperative.

(17) (Deleted by amendment, L. 2003, p. 2219, § 67, effective July 1, 2004.)
C.R.S. § 7-49-106 — CO Code / Title 7 / Article 49 / Section 7-49-106
7-49-106. Election of board of directors
Status: in_force

7-49-106. Election of board of directors. (1) The business and affairs of the corporation shall be conducted by a board of directors comprised of:

(a) Four members elected by a vote of the eight participating financial institutions who have made or committed the largest contributions to the loan and insurance funds provided for in sections 7-49-108 and 7-49-109; and

(b) Two members elected by the remaining participating financial institutions; and

(c) Three members, elected under procedures established in the articles of incorporation at the time of incorporation and approved by the governor and state treasurer, representing the general public; and

(d) The executive director of the department of local affairs or the executive director's designee, the chairperson of the banking board, the commissioner of insurance, the executive director of the Colorado housing and finance authority, and the state treasurer, who shall serve as ex officio voting members of the board of directors.

(2) Except for the ex officio members, the terms of office for each member shall be four years; except that, at the time of incorporation, a majority of the members of the initial board shall be elected for four-year terms and the remainder for two-year terms. Any vacancy shall be filled in the same manner as the original election but shall be for the unexpired term.
C.R.S. § 7-90-301 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-301
7-90-301. Filing requirements
Status: in_force

7-90-301. Filing requirements. (1) (a) Each document that is required or permitted to be filed in the records of the secretary of state pursuant to any provision of this title or any organic statute of this state shall be subject to this part 3.

(b) To be entitled to be filed pursuant to this part 3, a document shall be subject to this part 3 and shall comply with the requirements of this section and the requirements of any other law of this state that adds to or varies the requirements of this part 3.

(b.5) (Deleted by amendment, L. 2004, p. 1475, § 208, effective July 1, 2004.)

(c) Any provision in this title or any other organic statute of this state that provides for filing of a document with the secretary of state or with the office of the secretary of state or in the records of the secretary of state shall be deemed to mean delivery of the document to the secretary of state, for filing pursuant to this part 3.

(2) Notwithstanding the general recognition in paragraph (b) of subsection (1) of this section of requirements of other law of this state that may add to or vary the requirements of this part 3, and notwithstanding any other provision of this title or any other organic statute of this state requiring the signature of any person on, or execution by any person of, a document, no such signature or execution shall be required as a condition to its being filed pursuant to this part 3.

(3) The document shall contain all information required by the law of this state to be contained in the document but, unless otherwise provided by law, shall not contain other information.

(4) The document shall be on or in such medium as may be acceptable to the secretary of state and from which the secretary of state may create a document that contains all of the information stated in the document and that is typewritten or printed on paper. The secretary of state may require that the document be delivered by any one or more means or on or in any one or more media as may be acceptable to the secretary of state. The secretary of state is not required to file a document that is not delivered by a means and in a medium that complies with the requirements then established by the secretary of state for the delivery and filing of documents. If the secretary of state permits a document to be delivered on paper, the document shall be typewritten or machine printed, and the secretary of state may impose reasonable requirements upon the dimensions, legibility, quality, and color of such paper and typewriting or printing and upon the format and other attributes of any document that is delivered electronically. The secretary of state shall ensure, at the earliest practicable time, that delivery of a document subject to this part 3 for filing may be accomplished electronically, without the necessity for the delivery of a physical original document or the image thereof, if all required information is delivered and is readily retrievable from the data delivered. If the delivery of a document subject to this part 3 for filing is required to be accomplished electronically, such document shall not be accompanied by any physical document unless the secretary of state permits such accompaniment.

(5) The document shall be in the English language. The entity name of any entity contained in the document need not be in English if expressed in English letters or arabic or roman numerals.

(6) The document shall state the section or sections of the organic statutes, other than this part 3, pursuant to which it is delivered to the secretary of state for filing pursuant to this part 3.

(6.5) to (7.7) (Deleted by amendment, L. 2002, p. 1838, § 90, effective July 1, 2002; p. 1702, § 88, effective October 1, 2002.)

(8) The document must state the true name or true names, and mailing address or mailing addresses, of any one or more of the individuals who cause the document to be delivered for filing, but the document need not state the true name and mailing address of more than one such individual.

(9) The document shall include any form or cover sheet, or both, required pursuant to section 7-90-302.

(10) The document shall be delivered to the secretary of state for filing and shall be accompanied by all required fees.

(11) (Deleted by amendment, L. 2004, p. 1475, § 208, effective July 1, 2004.)

(12) Notwithstanding section 2-4-108, C.R.S., section 24-11-110, C.R.S., or any other provision of law, if the last day of a period for filing a document that is authorized or required to be filed by electronic means falls on a Saturday, Sunday, legal holiday, or any day the secretary of state's physical office is closed, the period shall expire on such day.
C.R.S. § 7-108-402 — CO Code / Title 7 / Article 108 / Part 4 / Section 7-108-402
7-108-402. Standards of liabilities for directors
Status: in_force

7-108-402. Standards of liabilities for directors. (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) Was not in good faith;

(b) Was one that the director did not rationally believe to be in the best interests of the corporation;

(c) Was one as to which the director was at least grossly negligent, unless the articles of incorporation change the standard of liability to knowing misconduct, knowing violation of law, or negligence;

(d) Was one as to which the director failed to make or cause to be made appropriate inquiry, when particular facts or circumstances of significant concern came to the attention of the director that would have alerted a reasonably attentive director to the need for inquiry;

(e) Consisted of or resulted from a sustained or systematic failure by the director to exercise oversight of the business and affairs of the corporation;

(f) Subject to section 7-108-501, was a breach of the director's duty of loyalty to the corporation, including by directly or indirectly receiving an improper personal benefit; or

(g) Consisted of or resulted from a vote or assent specified in section 7-108-405.

(2) In addition to the requirements of subsection (1) of this section, the party seeking to hold the director liable has:

(a) With respect to money damages, the burden of establishing that the money damages were:

(I) Suffered by the corporation or its shareholders; and

(II) Caused by the director's challenged conduct;

(b) With respect to other money payment under a legal remedy, such as compensation for the unauthorized use of corporate assets, whatever persuasion burden may be called for to establish that the money payment sought is appropriate in the circumstances; or

(c) With respect to other money payment under an equitable remedy, such as profit recovery by or disgorgement to the corporation, whatever persuasion burden may be called for to establish that the equitable remedy sought is appropriate in the circumstances.

(3) A director liable under this section for money damages or for other money payment may offset against the liability any gain to the corporation that the director establishes arose out of the same transaction, unless the offset is against public policy.
C.R.S. § 7-63-116 — CO Code / Title 7 / Article 63 / Section 7-63-116
7-63-116. Dissolution and termination
Status: in_force

7-63-116. Dissolution and termination. (1) An association shall have indefinite duration and shall continue until terminated as provided in this section. An association shall continue even though it has only one member or only one person owning all of the interests in the association. An association may be dissolved by a vote of all of its members or upon the other events or circumstances as may be provided in the bylaws.

(2) After an association is dissolved, its business and affairs shall be wound up and its property distributed; except that the property of the association shall be applied first to the satisfaction of its liabilities and indebtedness and then to distributions among the members with respect to their interests as members.

(3) If assets of an association have been distributed to members in the winding up of the association before its liabilities and indebtedness have been paid or adequately provided for, the association before its termination, and, after its termination, the creditors of an association shall have a claim against members receiving distributions for such liabilities and indebtedness not barred by applicable statutes of limitation; except that a member's total liability for all claims under this section may not exceed the total value of assets distributed to the member, as such value is determined at the time of distribution. Any member required to return any portion of the value of assets received by the member in liquidation shall be entitled to contribution from all other members. Each such contribution shall be in accordance with the contributing member's rights and interests and shall not exceed the value of the assets received by the contributing member in dissolution.

(4) Distributions among members shall be in accordance with the priorities and proportions of their respective claims and interests.

(5) Upon the apparent completion of the winding up and distribution, the association shall file articles of dissolution with the secretary of state stating the domestic entity name of the association, the principal office address of the association's principal office, and that the association is dissolved. After the filing of articles of dissolution, the association's managers and agents shall continue to have authority to convey any real or personal property held in the domestic entity name of the association and otherwise act as provided in the bylaws or, subject to the bylaws, as provided in this article to complete the winding up or distribution.

(6) Subsections (1) and (4) of this section are default rules, subject to the bylaws.

(7) (Deleted by amendment, L. 2004, p. 1448, § 153, effective July 1, 2004.)
C.R.S. § 7-62-402 — CO Code / Title 7 / Article 62 / Part 4 / Section 7-62-402
7-62-402. Events of withdrawal
Status: in_force

7-62-402. Events of withdrawal. (1) A person ceases to be a general partner of a limited partnership upon the happening of any of the following events:

(a) The general partner withdraws from the limited partnership as provided in section 7-62-602;

(b) The general partner ceases to be a member of the limited partnership as provided in section 7-62-702;

(c) The general partner is removed as a general partner in accordance with the partnership agreement;

(d) Unless otherwise provided in writing in the partnership agreement or unless all partners give their consent in writing at the time, the general partner:

(I) Makes an assignment for the benefit of creditors;

(II) Files a voluntary petition in bankruptcy;

(III) Is adjudicated a bankrupt or insolvent;

(IV) Files a petition or answer seeking for the general partner any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation;

(V) Files an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the general partner in any proceeding of this nature; or

(VI) Seeks, consents to, or acquiesces in the appointment of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties;

(e) Unless otherwise provided in writing in the partnership agreement or unless all partners give their consent in writing at the time, if, one hundred twenty days after the commencement of any proceeding against the general partner seeking reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any statute, law, or regulation, the proceeding has not been dismissed; or if, within ninety days after the appointment without the general partner's consent or acquiescence of a trustee, receiver, or liquidator of the general partner or of all or any substantial part of the general partner's properties, the appointment is not vacated or stayed; or if, within ninety days after the expiration of any such stay, the appointment is not vacated;

(f) In the case of a general partner who is an individual:

(I) The general partner's death; or

(II) The appointment of a guardian or general conservator for the general partner;

(g) In the case of a general partner who is acting as a general partner by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee);

(h) In the case of a general partner that is a separate partnership, the dissolution and commencement of winding up of the separate partnership;

(i) In the case of a general partner that is a corporation, the filing of articles of dissolution, or its equivalent, for the corporation or the revocation of its charter or articles of incorporation; or

(j) In the case of a general partner that is an estate, the distribution by the fiduciary of the estate's entire interest in the partnership.
C.R.S. § 7-106-203 — CO Code / Title 7 / Article 106 / Part 2 / Section 7-106-203
7-106-203. Liability of shareholders
Status: in_force

7-106-203. Liability of shareholders. (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 subscription agreement under section 7-106-201.

(2) Unless otherwise provided in the articles of incorporation, a shareholder or a subscriber for shares of a corporation is not personally liable for the acts or debts of the corporation; except that such person may become personally liable by reason of the person's own acts or conduct.

(3) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration.
C.R.S. § 7-90-907 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-907
7-90-907. Dissolution upon expiration of term - repeal
Status: repealed

7-90-907. Dissolution upon expiration of term - repeal. (Repealed)
C.R.S. § 7-50-112 — CO Code / Title 7 / Article 50 / Section 7-50-112
7-50-112. Amendment filed before effective
Status: in_force

7-50-112. Amendment filed before effective. (1) When the affidavit of incorporation is amended, a copy of the amendment shall be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title, and upon such filing, the amendment shall become effective.

(2) (Deleted by amendment, L. 2002, p. 1812, § 10, effective July 1, 2002; p. 1676, § 8, effective October 1, 2002.)

(3) A certified copy of the amendment shall be recorded in the office of the clerk and recorder of the county in which the organization was organized and also in each county in which the corporation owns real estate.
C.R.S. § 7-58-807 — CO Code / Title 7 / Article 58 / Part 8 / Section 7-58-807
7-58-807. Removal of director
Status: in_force

7-58-807. Removal of director. (1) Unless the articles or bylaws otherwise provide:

(a) Members may remove a director with or without cause.

(b) A member or members holding at least ten percent of the total voting power entitled to be voted in the election of a director may demand removal of the director by one or more signed petitions submitted to the officer of the limited cooperative association charged with keeping its records.

(c) Upon receipt of a petition for removal of a director, an officer of the association or the board of directors shall:

(I) Call a special meeting of members to be held not later than ninety days after receipt of the petition by the association; and

(II) Mail or otherwise transmit or deliver in a record to the members entitled to vote on the removal, and to the director to be removed, notice of the meeting that complies with section 7-58-508.

(d) A director is removed if the votes in favor of removal are equal to or greater than the votes required to elect the director.
C.R.S. § 7-60-118 — CO Code / Title 7 / Article 60 / Section 7-60-118
7-60-118. Rights and duties of partners
Status: in_force

7-60-118. Rights and duties of partners. (1) The rights and duties of the partners in relation to the partnership shall be determined, subject to any agreement between them, by the following rules:

(a) Each partner shall be repaid such partner's contributions, whether by way of capital or advances to the partnership property and share equally in the profits and surplus remaining after all liabilities, including those to partners, are satisfied and shall contribute toward the losses whether of capital or otherwise sustained by the partnership according to such partner's share in the profits; except that a partner in a limited liability partnership shall not be obligated to contribute to partnership losses in excess of the partner's interest in the partnership beyond the extent:

(I) Such obligation to contribute is set out in a writing signed by the partner; or

(II) Such loss is attributable to an obligation or liability for which the partner would have individual liability under section 7-60-115 (2).

(b) The partnership shall indemnify every partner in respect of payments made and personal liabilities reasonably incurred by the partner in the ordinary and proper conduct of its business or for the preservation of its business or property.

(c) A partner who in aid of the partnership makes any payment or advance beyond the amount of capital that the partner agreed to contribute shall be paid interest from the date of the payment or advance.

(d) A partner shall receive interest on the capital contributed by the partner only from the date when repayment should be made.

(e) All partners have equal rights in the management and conduct of the partnership business.

(f) No partner is entitled to remuneration for acting in the partnership business, but a surviving partner is entitled to reasonable compensation for the partner's services in winding up the partnership affairs.

(g) No person can become a member of a partnership without the consent of all the partners.

(h) Any difference arising as to ordinary matters connected with the partnership business may be decided by a majority of the partners; but no act in contravention of any agreement between the partners may be done rightfully without the consent of all the partners.
C.R.S. § 7-62-705 — CO Code / Title 7 / Article 62 / Part 7 / Section 7-62-705
7-62-705. Deceased or incompetent individual partners - dissolved or terminated corporate
Status: in_force

7-62-705. Deceased or incompetent individual partners - dissolved or terminated corporate partners. (1) If a partner who is an individual dies or a court of competent jurisdiction appoints a guardian or general conservator for the partner, the partner's executor, administrator, guardian, conservator, or other legal representative may exercise all of the partner's rights for the purpose of settling the partner's estate or administering the partner's property, including any power the partner had to give an assignee the right to become a limited partner.

(2) If a partner is a corporation, trust, or other entity and is dissolved or terminated, the powers of that partner may be exercised by its legal representative or successor.
C.R.S. § 7-44-104 — CO Code / Title 7 / Article 44 / Section 7-44-104
7-44-104. Directors may file petition in district court
Status: in_force

7-44-104. Directors may file petition in district court. (1) The board of directors of any water users' association formed under section 7-44-103 at any time may file a petition in the district court of the county in which the office of such water users' association is situated praying a judicial examination and determination of the question of the validity of the organization of the association, or of any power conferred by the articles of incorporation, or of any amendment to the articles of incorporation, or of any assessment levied, or of any act, proceeding, or contract of the association. Such petition shall state the facts wherein the validity of such organization, power conferred by the articles of incorporation, amendment to the articles of incorporation, assessment, act, proceeding, or contract is founded and shall be verified by a member of the board. Thereupon a notice in the nature of a summons shall issue under the hand and seal of the clerk of said court, directed to all stockholders, creditors, or other persons interested in said water users' association, naming it, which designation shall be deemed sufficient to give the court jurisdiction of all matters and parties involved and interested. Service shall be obtained by publication of such notice as in the case of publication of summons in an action to quiet title to real property.

(2) Any stockholder, creditor, or other interested person may answer such petition within the time allowed therefor. All persons filing answers shall be entered as defendants in the cause and their several defenses consolidated for hearing or trial. Upon hearing, the court shall examine all things affecting the validity of the matter in controversy, shall make a finding with reference thereto, and shall enter judgment and decree as the case warrants. In reaching its conclusions in such causes, the court shall follow a liberal interpretation of the law and shall disregard informalities or omissions not affecting the substantial rights of the parties, unless it is affirmatively shown that such informalities or omissions led to a different result than would have been otherwise obtained. The Colorado rules of civil procedure shall govern matters of pleading and practice as nearly as may be. Costs may be assessed or apportioned among contesting parties in the discretion of the trial court. Review of judgments of the district court shall be as provided by law and the Colorado appellate rules.
C.R.S. § 7-62-103 — CO Code / Title 7 / Article 62 / Part 1 / Section 7-62-103
7-62-103. Reservation of name
Status: repealed

7-62-103. Reservation of name. (Repealed)
C.R.S. § 7-80-102 — CO Code / Title 7 / Article 80 / Part 1 / Section 7-80-102
7-80-102. Definitions
Status: in_force

7-80-102. Definitions. As used in this article, unless the context otherwise requires:

(1) "Articles of organization" means the articles of organization filed in the records of the secretary of state for the purpose of forming a limited liability company as specified in sections 7-80-203 and 7-80-204. "Articles of organization" includes amended articles of organization, restated articles of organization, statements of merger, and other instruments, however designated, on file in the records of the secretary of state that have the effect of amending or supplementing, in some respect, the original or amended articles of organization.

(2) "Bankrupt" means bankrupt or a debtor under the federal bankruptcy code of 1978, title 11 of the United States Code, as amended, or an insolvent under any state insolvency act.

(3) "Business" means any lawful activity, including ownership of real or personal property, whether or not engaged in for profit.

(4) "Contribution" means anything of value that a person contributes to a limited liability company to become a member in the limited liability company or in the capacity of a member in the limited liability company, including cash, property, or services rendered or a promissory note or other binding obligation to contribute cash or property or to perform services.

(5) "Court" includes every court and judge having jurisdiction in a case.

(6) and (6.5) (Deleted by amendment, L. 2003, p. 2263, § 174, effective July 1, 2004.)

(7) "Limited liability company" or "company" means a limited liability company formed under this article.

(7.5) and (7.6) (Deleted by amendment, L. 2003, p. 2263, § 174, effective July 1, 2004.)

(8) "Manager" means a person designated as a manager of a limited liability company to manage the company pursuant to section 7-80-402.

(9) "Member" means a person with an ownership interest in a limited liability company with the rights and obligations specified under this article. In the case of a limited liability company with only one member, "members" and "all of the members" refers to such one member.

(10) "Membership interest" means a member's share of the profits and losses of a limited liability company and the right to receive distributions of such company's assets.

(11) (a) "Operating agreement" means any agreement of all of the members as to the affairs of a limited liability company and the conduct of its business. Except as otherwise provided in this article or as otherwise required by a written operating agreement, the operating agreement need not be in writing. An operating agreement may contain any provisions required or permitted by section 7-80-108 (1). An operating agreement includes any amendments to the operating agreement.

(b) In the case of a limited liability company with only one member, "operating agreement" includes:

(I) Any writing, without regard to whether such writing otherwise constitutes an agreement, as to such company's affairs and the conduct of the limited liability company's business signed by the sole member;

(II) Any written agreement between the member and the company as to the limited liability company's affairs and the conduct of the limited liability company's business; or

(III) Any agreement, whether or not the agreement is in writing, between the member and the limited liability company as to a limited liability company's affairs and the conduct of its business if the limited liability company is managed by a manager who is a person other than the member.

(12) to (16) (Deleted by amendment, L. 2003, p. 2263, § 174, effective July 1, 2004.)
C.R.S. § 7-108-101 — CO Code / Title 7 / Article 108 / Part 1 / Section 7-108-101
7-108-101. Requirement for board of directors
Status: in_force

7-108-101. Requirement for board of directors. (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 affairs of the corporation managed under the direction of, the board of directors or such other persons as the articles of incorporation provide shall have the authority and perform the duties of a board of directors.
C.R.S. § 7-58-1102 — CO Code / Title 7 / Article 58 / Part 11 / Section 7-58-1102
7-58-1102. Effect of dissociation as member
Status: in_force

7-58-1102. Effect of dissociation as member. (1) Upon a member's dissociation, subject to section 7-58-1103:

(a) The dissociated member has no further rights as a member; and

(b) Any financial rights owned by the dissociated member in the dissociated member's capacity as a member immediately before dissociation are owned by the dissociated member as a transferee.

(2) A dissociated member's dissociation as a member does not of itself discharge the dissociated member from any debt, obligation, or liability to the limited cooperative association that the dissociated member incurred under the articles or bylaws, by contract, or by other means while a member.
C.R.S. § 7-90-901 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-901
7-90-901. Grounds for delinquency
Status: in_force

7-90-901. Grounds for delinquency. (1) A domestic entity that is a reporting entity may be declared delinquent under section 7-90-902 if:

(a) The domestic entity does not pay any fee or penalty imposed by this title when it is due;

(b) The domestic entity does not comply with part 5 of this article, providing for reports from reporting entities;

(c) The domestic entity does not comply with part 7 of this article, providing for registered agents and service of process; or

(d) An administrative law judge finds, or a conceded notice and demand sets forth, pursuant to section 7-90-314 (4)(g)(V), that the domestic entity was created without authorization or for fraudulent purposes.

(2) A foreign entity that is a reporting entity may be declared delinquent under section 7-90-902 if:

(a) The foreign entity does not pay any fee or penalty imposed by this title when it is due;

(b) The foreign entity does not comply with part 5 of this article, providing for reports from reporting entities;

(c) The foreign entity does not comply with part 7 of this article, providing for registered agents and service of process;

(d) The foreign entity does not deliver for filing an appropriate statement of change when necessary to make its statement of foreign entity authority true in all respects;

(e) The secretary of state receives a duly authenticated certificate from the secretary of state or other official having custody of entity records in the jurisdiction under the law of which the foreign entity was formed to the effect that it no longer exists as the result of a dissolution or merger or otherwise; or

(f) An administrative law judge finds, or a conceded notice and demand sets forth, pursuant to section 7-90-314 (4)(g)(V), that the foreign entity was registered without authorization or for fraudulent purposes.
C.R.S. § 7-58-1005 — CO Code / Title 7 / Article 58 / Part 10 / Section 7-58-1005
7-58-1005. Distributions
Status: in_force

7-58-1005. Distributions. (1) Unless the articles or bylaws otherwise provide and subject to section 7-58-1007, the board of directors may authorize, and the limited cooperative association may make, distributions to members.

(2) Unless the articles or bylaws otherwise provide, distributions to members may be made in any form, including money, capital credits, allocated patronage equities, revolving fund certificates, and the limited cooperative association's own or other securities.
C.R.S. § 7-90-307 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-307
7-90-307. Appeal from secretary of state's refusal to file document
Status: in_force

7-90-307. Appeal from secretary of state's refusal to file document. (1) If the secretary of state refuses to file a document delivered to the secretary of state for filing, the person causing the document to be delivered to the secretary of state for filing may, within forty-five days after the effective date of the notice of the refusal given by the secretary of state pursuant to section 7-90-306 (3), appeal to the district court for the county in this state in which the street address of the entity's principal office is located, or, if the entity has no principal office in this state, to the district court for the county in which the street address of its registered agent is located or, if the entity has no registered agent, to the district court for the city and county of Denver. The appeal is commenced by petitioning the court to compel the filing of the document by the secretary of state and by attaching to the petition a copy of the document and a copy of the secretary of state's notice of refusal.

(2) The court may order the secretary of state to file the document or to take such other action as the court considers appropriate.

(3) The court's order or decision may be appealed as in other civil proceedings.
C.R.S. § 7-51-110 — CO Code / Title 7 / Article 51 / Section 7-51-110
7-51-110. Certificate of full paid stock
Status: in_force

7-51-110. Certificate of full paid stock. The president and a majority of the board of trustees, directors, or other similar officers, after the payment of the last installment of capital stock so fixed and limited by the company as required by this article, shall make a certificate stating the amount of the capital stock so fixed and paid in, which certificate shall be signed and sworn to by the president and a majority of the board of trustees, directors, or other similar officers, and record the same in the office of the clerk and recorder of the county within which the corporation is formed; and from the date of the recording of such certificate, the stockholders of that company shall not be liable for any of the debts of such corporation.
C.R.S. § 7-124-102 — CO Code / Title 7 / Article 124 / Section 7-124-102
7-124-102. Reserved name
Status: repealed

7-124-102. Reserved name. (Repealed)
C.R.S. § 7-49-108 — CO Code / Title 7 / Article 49 / Section 7-49-108
7-49-108. Membership - loans from members
Status: in_force

7-49-108. Membership - loans from members. (1) Any financial institution is authorized to become a member of the corporation by making application to the board of directors on such form and in such manner as the board of directors may by rule require, and membership shall become effective upon approval of the application by said board. Membership shall be for the duration of the corporation; but, upon written notice given to the corporation two years in advance, a member may withdraw from membership at the expiration of the notice and shall not thereafter be obligated to make any loans as a member of the corporation.

(2) Every member shall agree to make, pledge, or commit loans to the corporation or to other borrowers as provided in this section when called upon by it to do so, upon such terms and conditions as shall be approved by rule from time to time by the board of directors.

(3) (a) Pursuant to procedures established by rule at the time of incorporation, or as from time to time modified by the board of directors with the approval of a majority of the member institutions, the corporation shall have the right to ask every member to make, pledge, or commit loans up to two-tenths of one percent of its assets (or more if a greater amount is subsequently authorized) for rehabilitation, refinancing, or acquisition loans made under this article. A member's obligation to make, pledge, or commit loans in excess of two-tenths of one percent of its assets arises only with the consent of the individual member.

(b) Such request may be made by the corporation to a member institution asking that the member fulfill its obligations by making an insured loan to finance rehabilitation work, refinancing, or acquisition.

(c) If a member institution has made loans insured under this article, outstanding principal amounts of which equal or exceed two-tenths of one percent of such lending institution's assets or the amount of funds pledged, the institution may assign a loan application qualified under this article to another member institution which has not made loans insured under this article equal to the amount of funds pledged or committed to the corporation or two-tenths of one percent of its assets, and the member institution to which the assignment has been made will, if such member institution approves, make the insured loan.

(d) In the alternative, a member institution which has exceeded its two-tenths of one percent quota may place a loan application qualified under this article with the corporation which shall have the authority to assign such qualified loan application to any member institution which has not exceeded its commitments, and such institution shall make such loan if it approves thereof. The member institution to which such assignment is made need not be located in the municipality in which the housing facility mortgaged or to be mortgaged pursuant to such assigned loan is located.

(e) Each loan shall be subject to reasonable administrative discretion and approval by the lender, under rules established by the corporation, as to the structural soundness of the housing structure and the economic soundness of the proposed loan.

(f) If loans are made directly to the corporation by a member institution for use by the corporation pursuant to procedures established at the time of incorporation, the corporation may transfer amounts to each member institution for the purpose of making loans as provided in this article. Each such loan shall be subject to reasonable administrative discretion by the lender as to the structural soundness of the housing structure and the economic soundness of the proposed loan.
C.R.S. § 7-64-307 — CO Code / Title 7 / Article 64 / Part 3 / Section 7-64-307
7-64-307. Actions by and against partnership and partners
Status: in_force

7-64-307. Actions by and against partnership and partners. (1) A partnership may sue and be sued in the name of the partnership.

(2) An action may be brought against the partnership and any or all of the partners in the same action or in separate actions.

(3) A judgment against a partnership is not by itself a judgment against a partner. A judgment against a partnership may not be satisfied from the assets of a partner liable as provided in section 7-64-306 for the partnership obligation unless there is also a judgment against the partner for such obligation.

(4) A judgment creditor of a partner may not levy execution against the assets of the partner to satisfy a judgment based on a claim against the partnership unless:

(a) The claim is for a partnership obligation for which the partner is liable as provided in section 7-64-306 and either:

(I) A judgment based on the same claim has been obtained against the partnership and a writ of execution on the judgment has been returned unsatisfied in whole or in part;

(II) The partnership is a debtor in bankruptcy;

(III) The partner has agreed that the creditor need not exhaust partnership assets; or

(IV) A court grants permission to the judgment creditor to levy execution against the assets of a partner based on a finding that partnership assets subject to execution are clearly insufficient to satisfy the judgment, that exhaustion of partnership assets is excessively burdensome, or that the grant of permission is an appropriate exercise of the court's equitable powers; or

(b) Liability is imposed on the partner by law or contract independent of the existence of the partnership.

(5) This section applies to any partnership obligation resulting from a representation by a partner or purported partner under section 7-64-308.
C.R.S. § 7-56-707 — CO Code / Title 7 / Article 56 / Part 7 / Section 7-56-707
7-56-707. Disposition of claims by publication
Status: repealed

7-56-707. Disposition of claims by publication. (Repealed)
C.R.S. § 7-58-509 — CO Code / Title 7 / Article 58 / Part 5 / Section 7-58-509
7-58-509. Waiver of members meeting notice
Status: in_force

7-58-509. Waiver of members meeting notice. (1) A member may waive notice of a members meeting before, during, or after the meeting.

(2) A member's participation in a members meeting is a waiver of notice of that meeting unless the member objects to the meeting at the beginning of the meeting or promptly upon the member's arrival at the meeting and does not thereafter vote for or assent to action taken at the meeting.
C.R.S. § 7-102-101 — CO Code / Title 7 / Article 102 / Section 7-102-101
7-102-101. Incorporators
Status: in_force

7-102-101. Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state, for filing pursuant to part 3 of article 90 of this title. An incorporator who is an individual shall be of the age of eighteen years or older.
C.R.S. § 7-45-106 — CO Code / Title 7 / Article 45 / Section 7-45-106
7-45-106. Environmental standards and review
Status: in_force

7-45-106. Environmental standards and review. (1) (a) Before constructing and operating a toll road or toll highway or any other element of a toll road or toll highway project, a toll road or toll highway company shall prepare, at its own expense, environmental documentation that complies with the environmental stewardship guide approved by the transportation commission in May 2005. The documentation shall describe the environmental, social, and economic effects of the proposed toll road, toll highway, or project, identify feasible measures to avoid or otherwise mitigate the adverse effects of the project, and estimate the financial costs to implement mitigation measures that are included in the project or have been previously recommended in writing by the commenting state agencies or an affected metropolitan planning organization or regional transportation commission and comply with federal and state air and water quality standards, approvals, and permits.

(b) (I) A toll road or toll highway company shall not begin work on environmental documentation required by paragraph (a) of this subsection (1) until it has obtained preliminary approval from the executive director of the department of transportation that the scope of the planned environmental documentation is consistent with the environmental stewardship guide issued by the department in May 2005 and all other requirements of paragraph (a) of this subsection (1).

(II) A toll road or toll highway company shall provide a copy of any draft environmental documentation it prepares as required by paragraph (a) of this subsection (1) to the commenting state agencies, affected metropolitan planning organizations and regional planning commissions, and affected local governments. The toll road or toll highway company shall also make the draft environmental documentation electronically or otherwise available to the public. The commenting state agencies may, within sixty days, provide the toll road or toll highway company and affected metropolitan planning organizations and regional planning commissions with their analyses of the adequacy of the environmental documentation and shall make the analyses available to the public.

(III) Each of the commenting agencies may charge a fee to a toll road or toll highway company to cover the reasonable expenses that it incurred in fulfilling the requirements of subparagraphs (I) and (II), as applicable, of this paragraph (b).

(IV) A toll road or toll highway company shall prepare final environmental documentation that addresses comments received from the commenting state agencies, metropolitan planning organizations, regional planning commissions, and other interested parties. The final environmental documentation shall be made available to the department of transportation and the public at least thirty days prior to publication of any notice of hearing scheduled by the commission pursuant to subsection (2) of this section.

(2) The transportation commission created in section 43-1-106, C.R.S., shall not revise the comprehensive statewide transportation plan prepared pursuant to section 43-1-1103 (5), C.R.S., to include a toll road, toll highway, or toll road or toll highway project subject to the requirements of this section unless the commission, after holding a public hearing, determines that:

(a) The requirements of section 7-45-105 and subsection (1) of this section have been met;

(b) The toll road, toll highway, or project is:

(I) Necessary to meet the transportation needs of the state;

(II) Consistent with section 43-1-1103 (5), C.R.S., and the policies of the transportation commission;

(III) Consistent with 23 U.S.C. sec. 135; and

(IV) In the public interest;

(c) The toll road, toll highway, or project sponsor has established a reserve fund, performance bond, or other appropriate mechanism to ensure full payment of the costs of compliance with federal and state air and water quality standards, other federal and state environmental requirements, and mitigation measures included in the toll road, toll highway, or project or required by the transportation commission, a metropolitan planning organization, or a regional planning commission; and

(d) The toll road, toll highway, or project sponsor has entered into enforceable agreements with the department of transportation, or agreements with affected local governments that are acceptable to the transportation commission, to ensure that mitigation measures included in the project or required by the transportation commission, a metropolitan planning organization, or a regional planning commission will be implemented.

(3) The transportation commission may condition its addition of a toll road or toll highway or a toll road or toll highway project into the comprehensive statewide transportation plan upon additional mitigation measures if the commission determines that the mitigation measures are in the best overall public interest taking into consideration:

(a) The need for fast, safe, and efficient transportation;

(b) Public services;

(c) The costs of eliminating or minimizing the adverse effects for which the mitigation measures are proposed;

(d) Environmental, social, and economic values; and

(e) The financial feasibility of the toll road, toll highway, or project.
C.R.S. § 7-131-104 — CO Code / Title 7 / Article 131 / Section 7-131-104
7-131-104. Effect of merger or conversion
Status: in_force

7-131-104. Effect of merger or conversion. (1) The effect of a merger shall be as provided in section 7-90-204.

(2) The effect of a conversion shall be as provided in section 7-90-202.

(3) Nothing in this title shall limit the common law powers of the attorney general concerning the merger or conversion of a nonprofit corporation.
C.R.S. § 7-62-108 — CO Code / Title 7 / Article 62 / Part 1 / Section 7-62-108
7-62-108. Service of process on limited partnership - repeal
Status: repealed

7-62-108. Service of process on limited partnership - repeal. (Repealed)
C.R.S. § 7-60-120 — CO Code / Title 7 / Article 60 / Section 7-60-120
7-60-120. Duty to render information
Status: in_force

7-60-120. Duty to render information. Partners shall render on demand true and full information of all things affecting the partnership to any partner or the legal representative of any deceased partner under legal disability.
C.R.S. § 7-52-105 — CO Code / Title 7 / Article 52 / Section 7-52-105
7-52-105. Succession to property on death, resignation, or removal of person not incorpora
Status: in_force

7-52-105. Succession to property on death, resignation, or removal of person not incorporated as corporation sole. Upon the death, resignation, or removal of an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman who at the time of death, resignation, or removal was holding the title to trust property for the use or benefit of a church or religious society but was not incorporated under this article as a corporation sole, the title to all such property held by such person shall not revert to the grantor nor pass to the heirs of the deceased person but shall be held in abeyance until the person's successor is appointed to fill the vacancy. Upon the appointment of the successor, the title of all the property held by the predecessor immediately vests in the person appointed to fill the vacancy.
C.R.S. § 7-90-203.8 — CO Code / Title 7 / Article 90 / Part 2 / Section 7-90-203.8
7-90-203.8. Statement of owner's interest exchange
Status: in_force

7-90-203.8. Statement of owner's interest exchange. (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 owner's interests will be acquired, and the principal office address of its principal office;

(b) The entity name of the acquiring entity and the principal office address of its principal office; and

(c) A statement that the acquiring entity acquires owner's interest of the other entity or entities.
C.R.S. § 7-64-601 — CO Code / Title 7 / Article 64 / Part 6 / Section 7-64-601
7-64-601. Events causing partner's dissociation
Status: in_force

7-64-601. Events causing partner's dissociation. (1) A partner is dissociated from a partnership upon the occurrence of any of the following events:

(a) The partnership's having notice of the partner's express will to withdraw as a partner; except that, if the partnership has notice that the partner's will is to withdraw at a later date, then the dissociation shall occur at the later date stated by the partner;

(b) An event agreed to in the partnership agreement as causing the partner's dissociation;

(c) The partner's expulsion pursuant to the partnership agreement;

(d) The partner's expulsion by the unanimous vote of the other partners if:

(I) It is unlawful to carry on the partnership business with that partner;

(II) There has been a transfer of all or substantially all of that partner's transferable interest, other than a transfer for security purposes which has not been foreclosed, or a court order charging the partner's interest which has not been foreclosed;

(III) Within ninety days after the partnership notifies a corporate partner that it will be expelled because it has been dissolved or its right to conduct business has been suspended by the jurisdiction of its incorporation, there is no revocation of the dissolution or no reinstatement of its right to conduct business; or

(IV) A partnership, limited partnership, limited partnership association, or limited liability company that is a partner has been dissolved and its business is being wound up;

(e) On application by the partnership or another partner, the partner's expulsion by judicial determination because:

(I) The partner engaged in wrongful conduct that adversely and materially affected the partnership business;

(II) The partner willfully or persistently committed a material breach of the partnership agreement or of a duty owed to the partnership or the other partners under section 7-64-404; or

(III) The partner engaged in conduct relating to the partnership business which makes it not reasonably practicable to carry on the business in partnership with the partner;

(f) The partner's:

(I) Becoming a debtor in bankruptcy;

(II) Executing an assignment for the benefit of creditors;

(III) Seeking, consenting to, or acquiescing in the appointment of a trustee, receiver, or liquidator of that partner or of all or substantially all of that partner's property; or

(IV) Failing, within ninety days after the appointment, to have vacated or stayed the appointment of a trustee, receiver, or liquidator of the partner or of all or substantially all of the partner's property obtained without the partner's consent or acquiescence, or failing within ninety days after the expiration of a stay to have the appointment vacated;

(g) In the case of a partner who is an individual:

(I) The partner's death;

(II) The appointment of a guardian or general conservator for the partner; or

(III) A judicial determination that the partner has otherwise become incapable of performing the partner's duties under the partnership agreement;

(h) In the case of a partner that is a trust or is acting as a partner by virtue of being a trustee of a trust, distribution of the trust's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor trustee;

(i) In the case of a partner that is an estate or is acting as a partner by virtue of being a personal representative of an estate, distribution of the estate's entire transferable interest in the partnership, but not merely by reason of the substitution of a successor personal representative; or

(j) Termination of a partner's existence.
C.R.S. § 7-106-401 — CO Code / Title 7 / Article 106 / Part 4 / Section 7-106-401
7-106-401. Distributions to shareholders
Status: in_force

7-106-401. Distributions to shareholders. (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 applicable bylaw, the board of directors may fix a future date as the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation's shares. If a record date is necessary but no future record date is so fixed, the record date is the date the board of directors authorizes the distribution.

(3) No distribution may be made if, after giving it effect:

(a) The corporation would not be able to pay its debts as they become due in the usual course of business; or

(b) The corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

(4) The board of directors may base a determination that a distribution is not prohibited under subsection (3) of this section either on financial statements prepared on the basis of accounting practices and principles that are reasonable under the circumstances or on a fair valuation or other method that is reasonable under the circumstances.

(5) Except as provided in subsection (6) of this section, the time for measuring the effect of a distribution under subsection (3) of this section is:

(a) In the case of distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of:

(I) The date money or other property is transferred or debt is incurred by the corporation; or

(II) The date the shareholder ceases to be a shareholder with respect to the acquired shares;

(b) In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

(c) In all other cases, as of either:

(I) The date the distribution is authorized, if the payment occurs within one hundred twenty days after the date of authorization; or

(II) The date the payment is made, if it occurs more than one hundred twenty days after the date of authorization.

(6) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection (3) of this section if its terms provide that payment of principal and interest thereon are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest thereon is treated as a distribution the effect of which is measured on the date the payment is actually made.

(7) Unless otherwise expressly provided in the articles of incorporation or bylaws, a statement of par value for shares shall not impose any limitation on distributions and shall not require any separate designation, restriction, reservation, or other segregation of any capital account of a corporation.
C.R.S. § 7-113-204 — CO Code / Title 7 / Article 113 / Part 2 / Section 7-113-204
7-113-204. Perfection of rights - right to withdraw
Status: in_force

7-113-204. Perfection of rights - right to withdraw. (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 the notice by the date referred to in the notice given pursuant to section 7-113-203 (2)(b)(II). In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 7-113-203 (2)(a). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 7-113-206. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to subsection (2) of this section.

(2) A shareholder who has complied with subsection (1) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice given pursuant to section 7-113-203 (2)(b)(V). A shareholder that fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.

(3) A shareholder that does not sign and return the form and, in the case of certified shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in section 7-113-203 (2), is not entitled to payment under this article 113.
C.R.S. § 7-40-108 — CO Code / Title 7 / Article 40 / Section 7-40-108
7-40-108. Procedure for merger
Status: repealed

7-40-108. Procedure for merger. (Repealed)
C.R.S. § 7-62-704 — CO Code / Title 7 / Article 62 / Part 7 / Section 7-62-704
7-62-704. Right of assignee to become limited partner
Status: in_force

7-62-704. Right of assignee to become limited partner. (1) An assignee of a partnership interest, including an assignee of a general partner, may become a limited partner if and to the extent that the assignor gives the assignee that right in accordance with authority described in writing in the partnership agreement or all other partners consent.

(2) An assignee who has become a limited partner has, to the extent assigned, the rights and powers and is subject to the restrictions and liabilities of a limited partner under the partnership agreement and this article. An assignee who becomes a limited partner also is liable for the obligations of the assignee's assignor to make and return contributions as provided in parts 5 and 6 of this article. However, the assignee is not obligated for liabilities unknown to the assignee at the time the assignee became a limited partner.

(3) If an assignee of a partnership interest becomes a limited partner, the assignor is not released from the assignor's liability to the limited partnership under sections 7-62-207 and 7-62-502.
C.R.S. § 7-63-110 — CO Code / Title 7 / Article 63 / Section 7-63-110
7-63-110. Management - officers, managers, and members
Status: in_force

7-63-110. Management - officers, managers, and members. (1) Subsection (2) of this section shall apply to an association unless its articles of association have vested management in the members or one or more classes of members.

(2) There shall be at least one meeting of the members in each year. At least two managers shall be elected at such meeting by the members from among their number. Such managers shall hold their respective managerships for one year and until their successors have been elected and qualified. The members shall also elect the officers at such meeting. The election of a manager or officer shall require a majority vote of the members in number and interest.

(3) The management of the business and affairs of an association may be vested by the articles of association in the members as members or in one or more classes of members as members of such class or classes. If management is so vested, then:

(a) Any reference in this article to a manager or managers shall be deemed to refer to the member or members who are so vested with management authority; and

(b) Subsection (4) of this section shall apply to the association in lieu of subsection (2) of this section.

(4) There shall be at least one meeting of the managers in each year. The managers shall elect the officers at such meeting. The election of an officer shall require a vote of a majority in number of the managers.

(5) An association may have more than one class of members and more than one class of managers. Any class may consist of one or more members or managers. The bylaws may provide that all or any number or portion of the members or managers or any class or classes of members or managers consent, vote, elect, determine, exercise authority, or otherwise act, with or without a meeting, on a per capita or other basis on any matter, or not act or have authority on any matter. Members and managers may be compensated for services performed for an association as a manager, officer, member, employee, agent, or other contractor.

(6) The duties of a manager shall be discharged in good faith, with the degree of care an ordinary prudent person in a like position would exercise under similar circumstances, and in a manner that the manager reasonably believes to be in the best interests of the association. Managers and officers may rely in good faith on the same kinds of opinions, reports, statements, data, and other information and shall have the same kinds of defenses, limitations on liability, and other protections as directors of a corporation formed under the "Colorado Business Corporation Act", articles 101 to 117 of this title.

(7) An association shall have officers, including a chairperson with responsibility for presiding at meetings of managers and members and a secretary with responsibility for the preparation, maintenance, and authentication of minutes and the other records of the association. The officers shall be chosen from among the managers including the representatives of any manager who is not an individual, and shall hold their respective offices for one year and until their successors have been elected and qualified.

(8) Officers must be individuals at least eighteen years of age.

(9) The failure to hold annual or other meetings of or elections by the members or managers does not affect the continuation of the term of any person elected or any other association action and does not work a dissolution or termination of the association.

(10) Subsections (2), (4) to (7), and (9) of this section are default rules, subject to the bylaws.
C.R.S. § 7-58-1205 — CO Code / Title 7 / Article 58 / Part 12 / Section 7-58-1205
7-58-1205. Voluntary dissolution before commencement of activity
Status: in_force

7-58-1205. Voluntary dissolution before commencement of activity. A majority of the organizers or initial directors of a limited cooperative association that has not yet begun business activity or the conduct of its affairs may dissolve the association.
C.R.S. § 7-58-401 — CO Code / Title 7 / Article 58 / Part 4 / Section 7-58-401
7-58-401. Authority to amend articles and bylaws
Status: in_force

7-58-401. Authority to amend articles and bylaws. (1) A limited cooperative association may amend its articles and bylaws under this part 4 for any lawful purpose. In addition, the initial board of directors may amend the bylaws of an association under section 7-58-304.

(2) Unless the articles or bylaws otherwise provide, a member does not have a vested property right resulting from any provision in the articles or bylaws, including a provision relating to the management, control, capital structure, distribution, entitlement, purpose, or duration of the limited cooperative association.
C.R.S. § 7-61-107 — CO Code / Title 7 / Article 61 / Section 7-61-107
7-61-107. Liability for false statement in certificate
Status: in_force

7-61-107. Liability for false statement in certificate. (1) If the certificate contains a false statement, one who suffers loss by reliance on such statement may hold liable any party to the certificate who knew the statement to be false:

(a) At the time such party signed the certificate; or

(b) Subsequently but within a sufficient time before the statement was relied upon to enable such party to cancel or amend the certificate or to file a petition for its cancellation or amendment as provided in section 7-61-126 (3).
C.R.S. § 7-52-103 — CO Code / Title 7 / Article 52 / Section 7-52-103
7-52-103. Corporate powers
Status: in_force

7-52-103. Corporate powers. A corporation sole may hold and maintain real, personal, and mixed property; contract in the same manner and to the same extent as an individual; sue and be sued; acquire real and personal property by purchase, devise, bequest, gift, or otherwise and hold, own, use, lease, assign, convey, or otherwise dispose of the same in like manner and to the same extent as an individual; borrow money, issue notes or other negotiable paper, and secure the money borrowed by mortgage or by deed of trust on said real or personal property or any part thereof; borrow money without security; and perform all other acts in furtherance of the objects and purposes of the corporation not inconsistent with the statutes of this state.
C.R.S. § 7-121-101 — CO Code / Title 7 / Article 121 / Part 1 / Section 7-121-101
7-121-101. Short title
Status: in_force

7-121-101. Short title. Articles 121 to 137 of this title shall be known and may be cited as the "Colorado Revised Nonprofit Corporation Act".
C.R.S. § 7-48-105 — CO Code / Title 7 / Article 48 / Section 7-48-105
7-48-105. Approval of governor
Status: in_force

7-48-105. Approval of governor. The articles of incorporation shall not be filed by the secretary of state unless approved by the governor in writing. This approval shall not be given by the governor until the governor first has sought the advice of the division of commerce and development.
C.R.S. § 7-62-1003 — CO Code / Title 7 / Article 62 / Part 10 / Section 7-62-1003
7-62-1003. Security and costs
Status: in_force

7-62-1003. Security and costs. In any action instituted in the right of any domestic or foreign limited partnership, unless the contributions of or allocable to plaintiff to partnership property amount to five percent or more of the contributions of all limited partners, in their status as limited partners, or such contributions of or allocable to the plaintiff have a market value in excess of twenty-five thousand dollars, the limited partnership in whose right such action is brought shall be entitled, at any time before final judgment, to require the plaintiff to give security for the costs and reasonable expenses that may be directly attributable to and incurred by it in the defense of such action or may be incurred by other parties named as defendant for which it may become legally liable, but not including fees of attorneys. Market value shall be determined as of the date that the plaintiff institutes the action or, in the case of an intervenor, as of the date that the intervenor becomes a party to the action. The amount of such security may from time to time be increased or decreased, in the discretion of the court, upon showing that the security provided has or may become inadequate or is excessive. The limited partnership shall have recourse to such security in such amount as the court having jurisdiction shall determine upon the termination of such action if the court finds the action was brought without reasonable cause.
C.R.S. § 7-60-127 — CO Code / Title 7 / Article 60 / Section 7-60-127
7-60-127. Assignment of partner's interest
Status: in_force

7-60-127. Assignment of partner's interest. (1) A conveyance by a partner of the partner's interest in the partnership does not of itself dissolve the partnership, nor, as against the other partners in the absence of agreement, entitle the assignee, during the continuance of the partnership, to interfere in the management or administration of the partnership business or affairs, to require any information or account of partnership transactions, or to inspect the partnership books; but it merely entitles the assignee to receive in accordance with the assignee's contract the profits to which the assigning partner would otherwise be entitled.

(2) In a dissolution of the partnership, the assignee is entitled to receive the assignor's interest and may require an account only from the date of the last account agreed to by all the partners.
C.R.S. § 7-30-105 — CO Code / Title 7 / Article 30 / Section 7-30-105
7-30-105. Statement of authority as to real property
Status: in_force

7-30-105. Statement of authority as to real property. (1) A nonprofit association is an entity for purposes of, and may execute and record a statement of authority pursuant to, section 38-30-172, C.R.S.

(2) In addition to the matters required or permitted to be contained therein pursuant to section 38-30-172, C.R.S., a statement of authority executed and recorded on behalf of a nonprofit association shall state any limitation that may exist upon the authority of the person named in the statement of authority, or holding the position described in the statement of authority, to execute instruments encumbering, conveying, or otherwise affecting title to the real property on behalf of the nonprofit association.
C.R.S. § 7-49-103 — CO Code / Title 7 / Article 49 / Section 7-49-103
7-49-103. Corporation authorized
Status: in_force

7-49-103. Corporation authorized. A corporation, for the purposes enumerated in this article, may be incorporated upon approval of the governor and the state treasurer. The provisions of the "Colorado Business Corporation Act", articles 101 to 117 of this title, not in conflict with or inconsistent with the provisions of this article shall apply to such corporation. The purpose clause of the articles of incorporation shall recite that the purposes for which the corporation is formed are to stimulate the flow of private investment capital for the purchase and rehabilitation of eligible housing; to encourage and assist through financial aid, advice, technical assistance, and other appropriate means the improvement of existing housing throughout the state; and, in furtherance of these purposes, to cooperate with the division of housing of the department of local affairs and the Colorado housing and finance authority and with other organizations, public and private.
C.R.S. § 7-110-103 — CO Code / Title 7 / Article 110 / Part 1 / Section 7-110-103
7-110-103. Amendment of articles of incorporation by board of directors and shareholders
Status: in_force

7-110-103. Amendment of articles of incorporation by board of directors and shareholders. (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 incorporation to be adopted pursuant to subsection (1) of this section:

(a) The board of directors shall recommend the amendment to the shareholders unless the amendment is proposed by shareholders or unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and

(b) The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section.

(3) The proposing board of directors or the proposing shareholders may condition the effectiveness of the amendment on any basis.

(4) The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the amendment of the shareholders' meeting at which the amendment will be voted upon. The notice of the meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the amendment, and the notice shall contain or be accompanied by a copy or a summary of the amendment.

(5) Unless articles 101 to 117 of this title (including the provisions of section 7-117-101 (7)), the articles of incorporation, bylaws adopted by the shareholders, or the proposing board of directors or the proposing shareholders acting pursuant to subsection (3) of this section require a greater vote, the amendment shall be approved by the votes required by sections 7-107-206 and 7-107-207 by the voting groups entitled to vote on the amendment.
C.R.S. § 7-80-703 — CO Code / Title 7 / Article 80 / Part 7 / Section 7-80-703
7-80-703. Rights of creditor against a member
Status: in_force

7-80-703. Rights of creditor against a member. On application to a court of competent jurisdiction by any judgment creditor of a member, the court may charge the membership interest of the member with payment of the unsatisfied amount of the judgment with interest thereon and may then or later appoint a receiver of the member's share of the profits and of any other money due or to become due to the member in respect of the limited liability company and make all other orders, directions, accounts, and inquiries that the debtor member might have made, or that the circumstances of the case may require. To the extent so charged, except as provided in this section, the judgment creditor has only the rights of an assignee or transferee of the membership interest. The membership interest charged may be redeemed at any time before foreclosure. If the sale is directed by the court, the membership interest may be purchased without causing a dissolution with separate property by any one or more of the members. With the consent of all members whose membership interests are not being charged or sold, the membership interest may be purchased without causing a dissolution with property of the limited liability company. This article shall not deprive any member of the benefit of any exemption laws applicable to the member's membership interest.
C.R.S. § 7-58-114 — CO Code / Title 7 / Article 58 / Part 1 / Section 7-58-114
7-58-114. Dual capacity
Status: in_force

7-58-114. Dual capacity. A person may have a patron member's interest and an investor member's interest. When such person acts as a patron member, the person is subject to this article and the articles and bylaws governing patron members. When such person acts as an investor member, the person is subject to this article and the articles and bylaws governing investor members.
C.R.S. § 7-63-108 — CO Code / Title 7 / Article 63 / Section 7-63-108
7-63-108. Reference to corporation law
Status: in_force

7-63-108. Reference to corporation law. (1) In a case in which a party seeks to hold the members of an association personally responsible for the alleged improper actions of the association, the court shall apply the case law that interprets the conditions and circumstances under which the corporate veil of a corporation may be pierced under the law of this state.

(2) For purposes of subsection (1) of this section, the failure of an association to observe the formalities or requirements relating to the management of the association's business and affairs is not in itself a ground for imposing personal liability on the members for the liabilities of the association.

(3) Except as otherwise provided in this article, article 90 of this title and, to the extent not addressed in said article 90, the law of this state applicable to a corporation formed under the "Colorado Business Corporation Act", articles 101 to 117 of this title, apply to an association with respect to the following matters:

(a) The filing by the secretary of state of articles for the formation or dissolution of an association, periodic reports concerning an association, change of principal office, change of registered agent or registered agent address, and other documents including withdrawal and restatement of, amendments to, and statements with respect to any articles, periodic reports, and other documents;

(b) Certification of documents and facts of record and provision of other information and services by the secretary of state;

(c) The effect of approving documents to be filed by the secretary of state, the effective date and effect of any filing by or certification of documents or facts by the secretary of state, and the effect and effective date of any filing or recording of a document with a clerk and recorder;

(d) The penalties payable to the secretary of state and other civil and criminal penalties with respect to documents permitted or required to be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title;

(e) (Deleted by amendment, L. 2002, p. 1824, § 50, effective July 1, 2002; p. 1689, § 48, effective October 1, 2002.)

(f) The maintenance of a registered agent, the designation of a principal office, and service of process upon the association;

(g) The judicial dissolution of an association; and

(h) The election to reject worker's compensation coverage under section 8-41-202, C.R.S., and, for this purpose, the term "corporate officer" as used in said section includes any manager who owns at least a ten percent interest in the association.

(4) Service of process may also be made on any manager, the chairperson or secretary of the association, or any agent of the association appointed for that purpose.

(5) The prohibition against and the penalties and liabilities imposed upon persons doing business as a corporation without authority under the "Colorado Business Corporation Act", articles 101 to 117 of this title, shall apply to persons doing business in this state as an association without authority under this article or in this state as a limited partnership association, formed under the law of another jurisdiction, without authority as provided in subsection (6) of this section.

(6) The provisions of part 8 of article 90 of this title shall apply with respect to a limited partnership association formed under the law of a jurisdiction other than this state.
C.R.S. § 7-71-110 — CO Code / Title 7 / Article 71 / Section 7-71-110
7-71-110. Existing trade names on file in the records of the secretary of state
Status: in_force

7-71-110. Existing trade names on file in the records of the secretary of state. Certificates or statements of trade name filed in accordance with this article as in effect before May 30, 2006, that are on file in the records of the secretary of state as of May 29, 2006, shall be effective statements of trade name and shall be deemed to have been filed pursuant to and in accordance with this article. Each of such statements of trade name shall remain effective as provided in section 7-71-104 (1); except that any such statement of trade name for a trade name of a person other than a reporting entity shall remain effective until the date determined by the secretary of state, which date shall not be earlier than December 31, 2007.
C.R.S. § 7-55-114 — CO Code / Title 7 / Article 55 / Section 7-55-114
7-55-114. Dissolution of association
Status: in_force

7-55-114. Dissolution of association. Any association formed under this article may be dissolved and its affairs terminated voluntarily by a two-thirds majority vote of the members present and voting in person or by mail ballot at a regular or special meeting, if the meeting notice, with a mail ballot attached, stated that dissolution would be discussed; except that cooperative associations with less than one hundred members may post notice of the discussion of such dissolution in a conspicuous place at their normal place of business for at least thirty days prior to such meeting. The board of directors by a two-thirds majority vote of its members shall first adopt a resolution recommending dissolution and submit it to the members, stating the reasons why the termination of the affairs of the association is deemed advisable, the time by which it should be accomplished, and shall also name three persons who are members of the association to act as trustees in liquidation who shall have full power to do all things necessary in liquidation and termination of the affairs of the association. Upon approval of the resolution to dissolve by the members, the association shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of dissolution. A certified copy of the articles of dissolution shall be filed with the county clerk in the county in which the principal business is transacted. All power of the directors shall cease and the persons appointed shall proceed to terminate the affairs of the association and realize upon its assets, pay its debts, and divide the remaining money among the members and holders of equity, as stated in the bylaws or, if not stated, in proportion to their property interests.
C.R.S. § 7-60-134 — CO Code / Title 7 / Article 60 / Section 7-60-134
7-60-134. Right of partner to contribution
Status: in_force

7-60-134. Right of partner to contribution. (1) Except as otherwise provided in subsection (2) of this section, where the dissolution is caused by the act, death, or bankruptcy of a partner, each partner is liable to the other partners for such partner's share of any liability created by any partner acting for the partnership as if the partnership had not been dissolved unless:

(a) The dissolution being by act of any partner, the partner acting for the partnership had knowledge of the dissolution; or

(b) The dissolution being by the death or bankruptcy of a partner, the partner acting for the partnership had knowledge or notice of the death or bankruptcy.

(2) A partner in a limited liability partnership shall not be liable to the other partners except to the extent that:

(a) The partner's liability is set out in a writing signed by the partner; or

(b) The partner's obligation to contribute is attributable to a liability for which the partner would have individual liability under section 7-60-115 (2).
C.R.S. § 7-61-129 — CO Code / Title 7 / Article 61 / Section 7-61-129
7-61-129. Law governing cases not covered
Status: in_force

7-61-129. Law governing cases not covered. (1) In any case not provided for in this article, the provisions of either article 60 or 64 of this title shall govern, to the extent applicable, as follows:

(a) A limited partnership may elect to be governed by article 64 of this title by filing for record in the office of the county clerk and recorder in which its certificate of limited partnership is filed of record an amendment which includes a declaration that it elects to be governed by such article. If the election is made, the amendment shall be signed by all general partners, notwithstanding section 7-61-126 (1)(b).

(b) A limited partnership that has made the election in paragraph (a) of this subsection (1) shall be governed by article 64 of this title.

(c) A limited partnership that has not made the election in paragraph (a) of this subsection (1) shall be governed by article 60 of this title.
C.R.S. § 7-48-111 — CO Code / Title 7 / Article 48 / Section 7-48-111
7-48-111. Amendments to articles of incorporation
Status: in_force

7-48-111. Amendments to articles of incorporation. No amendment to the articles of incorporation shall be made which increases the obligation of a member to make loans to the corporation or which makes any change in the principal amount, interest rate, maturity date, or security or credit position of any outstanding loan made by a member to the corporation or which affects the right of a member to withdraw from membership or the voting rights of such member, without the consent of each member who would be affected by such amendment.
C.R.S. § 7-128-103 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-103
7-128-103. Number of directors
Status: in_force

7-128-103. Number of directors. (1) A board of directors shall consist of one or more directors, with the number stated in, or fixed in accordance with, the bylaws.

(2) The bylaws may establish, or permit the voting members or the board of directors to establish, a range for the size of the board of directors by fixing a minimum and maximum number of directors. If a range is established, the number of directors may be fixed or changed from time to time within the range by the voting members or the board of directors.
C.R.S. § 7-90-308 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-308
7-90-308. Evidentiary effect of copy of filed document
Status: in_force

7-90-308. Evidentiary effect of copy of filed document. A certificate attached to a copy of a document, bearing the secretary of state's manual or facsimile signature and the seal of this state and stating to the effect that the document is filed in the records of the secretary of state, is prima facie evidence that the document is on file in the records of the secretary of state.
C.R.S. § 7-60-132 — CO Code / Title 7 / Article 60 / Section 7-60-132
7-60-132. Dissolution by decree of court
Status: in_force

7-60-132. Dissolution by decree of court. (1) On application by or for a partner, the court shall decree a dissolution if:

(a) A partner has been determined by the court to be mentally incompetent to such a degree that the partner is incapable of performing the partner's part of the partnership contract or a court of competent jurisdiction has made such a finding pursuant to part 3 or part 4 of article 14 of title 15 or section 27-65-110 (4) or 27-65-127;

(b) A partner becomes in any other way incapable of performing the partner's part of the partnership contract;

(c) A partner has been guilty of such conduct as tends to affect prejudicially the carrying on of business;

(d) A partner willfully or persistently commits a breach of the partnership agreement or otherwise so acts in matters relating to the partnership business that it is not reasonably practicable to carry on the business in partnership with the partner;

(e) The business of the partnership can only be carried on at a loss;

(f) Other circumstances render a dissolution equitable.

(2) On the application of the purchaser of a partner's interest under sections 7-60-127 and 7-60-128, the court shall decree a dissolution:

(a) After the termination of the stated term or particular undertaking;

(b) At any time if the partnership was a partnership at will when the interest was assigned or when the charging order was issued.
C.R.S. § 7-90-107 — CO Code / Title 7 / Article 90 / Part 1 / Section 7-90-107
7-90-107. Protection of member-specific data - nonprofit entities - rights and remedies -
Status: in_force

7-90-107. Protection of member-specific data - nonprofit entities - rights and remedies - legislative declaration. (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 collecting or disclosing member-specific data about members of, volunteers of, and financial and nonfinancial donors to nonprofit entities that are exempt from taxation under the federal "Internal Revenue Code of 1986", 26 U.S.C. sec. 501 (c), as amended, except as such collection or disclosure is permitted by law or rule or is necessary to enforce or ensure compliance with the law or rules of the state; and

(b) The provisions of this section concerning a public agency's access to or use of member-specific data are consistent with:

(I) Section 7-136-105, which prohibits any person from obtaining or using a nonprofit corporation's membership list for any purpose unrelated to a member's interest as a member; and

(II) Section 24-73-102, which requires governmental entities to protect access to certain types of personal identifying information.

(2) Except as provided in subsection (3) of this section or as otherwise permitted by law or as is necessary to enforce or ensure compliance with the state constitution or an applicable federal, state, or local statute, charter provision, resolution, ordinance, rule, or regulation, a public agency shall not:

(a) Require any person, including a nonprofit entity or an officer, director, employee, or agent of a nonprofit entity, to provide the public agency with member-specific data or otherwise compel the disclosure of member-specific data;

(b) Disclose to any person one or more items of member-specific data, including a complete or partial list of nonprofit entity members who are employed by a public agency or any information included in a nonprofit entity member's personnel files as defined in section 24-72-202 (4.5); or

(c) Request or require a current or prospective contractor or a current or prospective grantee of a grant program administered by the public agency to provide a list of nonprofit entities to which the current or prospective contractor or grantee has provided financial or nonfinancial support.

(3) This section does not preclude a public agency from requiring production of a nonprofit entity's member-specific data if:

(a) The member-specific data is specifically identified in a lawful subpoena or warrant that is:

(I) Issued by a court of competent jurisdiction or is issued under the agency's statutory or constitutional authority in an administrative, civil, or criminal matter or for an administrative proceeding before an administrative law judge, a hearing officer, or other duly authorized, quasi-judicial official, including the independent ethics commission as authorized by article XXIX of the state constitution; or

(II) Served upon a state or local agency for purposes of facilitating a lawful investigation, subject to the conditions of a protective order as directed by the court or agency that issued the subpoena;

(b) (I) The member-specific data is produced in discovery under the Colorado rules of civil procedure before a court of competent jurisdiction or as authorized by jurisdiction, an administrative law judge, a hearing officer, or other duly authorized, quasi-judicial official, including the independent ethics commission as authorized by article XXIX of the state constitution, so long as the presiding official enters a protective order prohibiting or limiting the disclosure of the member-specific data to the public.

(II) A protective order may be issued as described in this subsection (3)(b) at the court's discretion in discovery by state or local agencies engaged in securities and commodities enforcement, licensing, or examination procedures.

(c) The member-specific data is admitted into evidence as relevant to proving or disproving the claims or defenses at issue before a court of competent jurisdiction, an administrative law judge, a hearing officer, or other duly authorized, quasi-judicial official, including the independent ethics commission as authorized by article XXIX of the state constitution;

(d) The member-specific data is voluntarily and publicly disclosed by the person or the nonprofit entity to which it relates;

(e) The member-specific data is sought by a nonprofit entity that requests information concerning its own members from a public agency by which the members are employed;

(f) Information disclosing the identity of any director, officer, registered agent, or incorporator of a nonprofit entity in a report or disclosure is required by statute to be filed with the secretary of state or, for unincorporated associations, an agency that is designated by law; except that information that directly identifies a person solely because the person is a financial donor to a nonprofit entity shall not be disclosed unless disclosure is required by subsection (3)(g) of this section;

(g) The member-specific data is required to be made public because disclosure of a contribution or donation made by one or more members of a nonprofit entity is expressly required by federal, state, or local campaign finance laws;

(h) The member-specific data is required by statute or regulation in order for an applicant to qualify for or to operate a business activity in the state or in order for licensees or registrants to comply with ongoing regulatory requirements, so long as the member-specific data is used only in connection with lawful regulatory or enforcement activity to which the request relates and for any related proceedings;

(i) The member-specific data is necessary to determine compliance with federal or state antitrust statutes;

(j) The member-specific data is sought by a public agency investigating alleged violations of state or local civil or criminal laws as permitted or expressly required by law;

(k) The member-specific data is collected and used for the purpose of evaluating the suitability of applicants for, and any potential conflicts of interest resulting from, employment by a public agency or appointments to state or local boards, commissions, advisory committees, task forces, grant application review committees, or comparable entities, so long as the member-specific data is used only in connection with the specific application for an appointment to which the request relates and for any related proceedings;

(l) The member-specific data is collected and used in order to determine whether a person that is applying for or being evaluated for any grant, benefits, financing, or payments from or through, or any contract with, a public agency should be awarded the grant, benefits, financing, payments, or contract and includes information pertaining to persons related to or affiliated with the applicant, as well as persons conducting the evaluation, so long as the member-specific data is used only in connection with the specific application for, or evaluation for, a grant, benefits, financing, or payments to which the request relates and for any related proceedings;

(m) The member-specific data is collected and used by the office of the state auditor for the purpose of performing the functions of that office or in an audit, evaluation, or study conducted by a public agency to perform its functions, so long as the member-specific data is used only for official state business;

(n) The member-specific data is collected and used by a public agency that is formed as a nonprofit entity where such member-specific data is used, either directly by the public agency or through its authorized agent, solely to contact, inform, or solicit its dues-paying members or donors, or to seek updates of their member-specific data;

(o) The member-specific data is sought by the department of revenue to determine a taxpayer's compliance with laws relating to the deduction or credits arising from contributions to a nonprofit entity from a person's taxable income;

(p) The member-specific data is produced for the purposes of enforcement, examination, or other securities and commodities regulatory matters, including collaboration with other securities and commodities enforcement and regulatory agencies, including, but not limited to, international, foreign, federal, state, and self-regulatory agencies, such as the financial industry regulatory authority;

(q) The member-specific data concerns a member who has been issued or is practicing under any class of license under section 44-20-108 or 44-20-408; or

(r) The member-specific data was voluntarily released to the public agency by the person or the nonprofit entity to which the data relates.

(4) (a) A nonprofit entity or any of its members affected adversely by a violation of this section may initiate a civil action in district court for injunctive relief, damages, or such other relief as is appropriate to address the violation. Such an action must be initiated against the public agency that sought and obtained, or improperly disclosed, member-specific data of the nonprofit entity in violation of this section.

(b) Notwithstanding the limitations of the "Colorado Governmental Immunity Act", article 10 of title 24, damages may be awarded to compensate a person for injury or loss caused by a public agency wrongfully requiring the production of, or wrongfully disclosing, member-specific data as follows:

(I) Except as described in subsection (4)(b)(II) of this section, not less than two thousand five hundred dollars for each reckless violation of this section; and

(II) Not less than seven thousand five hundred dollars for each intentional violation of this section.

(c) A court may award the costs of litigation, including reasonable attorney fees and witness fees, to a complainant that prevails in an action described in this subsection (4).
C.R.S. § 7-113-207 — CO Code / Title 7 / Article 113 / Part 2 / Section 7-113-207
7-113-207. Procedure if shareholder is dissatisfied with payment or offer
Status: in_force

7-113-207. Procedure if shareholder is dissatisfied with payment or offer. (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 payment made under section 7-113-205. A shareholder that is offered payment under section 7-113-206 and is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares, plus interest.

(2) A shareholder that fails to notify the corporation in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection (1) of this section within thirty days after receiving the corporation's payment or offer of payment under section 7-113-205 or 7-113-206, respectively, waives the right to demand payment under this section and is entitled only to the payment made or offered pursuant to those respective sections.
C.R.S. § 7-90-801 — CO Code / Title 7 / Article 90 / Part 8 / Section 7-90-801
7-90-801. Authority to transact business or conduct activities required
Status: in_force

7-90-801. Authority to transact business or conduct activities required. (1) A foreign entity shall not transact business or conduct activities in this state except in compliance with this part 8 and not until its statement of foreign entity authority is filed in the records of the secretary of state. Notwithstanding the foregoing, this part 8 shall not apply to foreign general partnerships that are not foreign limited liability partnerships and shall not apply to foreign unincorporated nonprofit associations. To the extent that a provision of this part 8 is inconsistent with another statute of this state in its application to a foreign entity, such other statute, and not such provision of this part 8, shall apply.

(2) A foreign entity shall not be considered to be transacting business or conducting activities in this state within the meaning of subsection (1) of this section by reason of carrying on in this state any one or more of the following activities:

(a) Maintaining, defending, or settling in its own behalf any proceeding or dispute;

(b) Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs;

(c) Maintaining bank accounts;

(d) Maintaining offices or agencies for the transfer, exchange, and registration of its own securities or owner's interests, or maintaining trustees or depositories with respect to those securities or owner's interests;

(e) Selling through independent contractors;

(f) Soliciting or obtaining orders, whether by mail or electronic transmission, through employees or agents, or otherwise, if the orders require acceptance outside this state before they become contracts;

(g) Creating, as borrower or lender, or acquiring, indebtedness;

(h) Creating, as borrower or lender, or acquiring, mortgages or other security interests in real or personal property;

(i) Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;

(j) Owning, without more, real or personal property;

(k) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(l) Transacting business or conducting activities in interstate commerce; and

(m) In the case of a foreign nonprofit corporation:

(I) Granting funds; or

(II) Distributing information to its members.

(3) The list of activities in subsection (2) of this section is not exhaustive.

(4) Nothing in this section shall limit or affect the right to subject a foreign entity that does not, or is not required to, have authority to transact business or conduct activities in this state to the jurisdiction of the courts of this state or to serve upon any foreign entity any process, notice, or demand required or permitted by law to be served upon an entity pursuant to part 7 of this article or sections 13-1-124 and 13-1-125, C.R.S., or any other provision of law or pursuant to the applicable rules of civil procedure.

(5) A foreign nonprofit entity shall be considered to be transacting business or conducting activities in this state if it is required to file a registration statement with the secretary of state pursuant to section 6-16-104, C.R.S.
C.R.S. § 7-58-1601 — CO Code / Title 7 / Article 58 / Part 16 / Section 7-58-1601
7-58-1601. Definitions
Status: in_force

7-58-1601. Definitions. In this part 16, unless the context otherwise requires:

(1) "Constituent entity" means an entity that is a party to a merger.

(2) "Constituent limited cooperative association" means a limited cooperative association that is a party to a merger.

(3) "Converting limited cooperative association" means a converting entity that is a limited cooperative association.

(4) "Organizational documents" means articles of incorporation, bylaws, articles of organization, operating agreements, partnership agreements, and any other documents serving a similar function in the creation and governance of an entity.

(5) "Personal liability" means personal liability for a debt, liability, or other obligation of an entity imposed, by operation of law or otherwise, on a person that co-owns or has an interest in the entity:

(a) By the entity's organic statute solely because of the person co-owning or having an interest in the entity; or

(b) By the entity's organizational documents under a provision of the entity's organic statute authorizing those documents to make one or more specified persons liable for all or specified parts of the entity's debts, liabilities, and other obligations solely because the person co-owns or has an interest in the entity.
C.R.S. § 7-80-203 — CO Code / Title 7 / Article 80 / Part 2 / Section 7-80-203
7-80-203. Formation
Status: repealed

7-80-203. Formation. (1) One or more persons may form a limited liability company by delivering articles of organization to the secretary of state for filing pursuant to part 3 of article 90 of this title. Any such person who is an individual shall be of the age of eighteen years or older. Such person or persons need not be members of the limited liability company after formation has occurred.

(2) Repealed.
C.R.S. § 7-127-201 — CO Code / Title 7 / Article 127 / Part 2 / Section 7-127-201
7-127-201. Members list for meeting and action by written ballot
Status: in_force

7-127-201. Members list for meeting and action by written ballot. (1) Unless otherwise provided by the bylaws, after fixing a record date for a notice of a meeting or for determining the members entitled to take action by written ballot, a nonprofit corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of, and to vote at, the meeting or to take such action by written ballot. The list shall show the address of each member entitled to notice of, and to vote at, the meeting or to take such action by written ballot and the number of votes each member is entitled to vote at the meeting or by written ballot.

(2) If prepared in connection with a meeting of the members, the members list shall be available for inspection by any member entitled to vote at the meeting, beginning the earlier of ten days before the meeting for which the list was prepared or two business days after notice of the meeting is given and continuing through the meeting, and any adjournment thereof, at the nonprofit corporation's principal office or at a place identified in the notice of the meeting in the city where the meeting will be held. The nonprofit corporation shall make the members list available at the meeting, and any member entitled to vote at the meeting or an agent or attorney of a member entitled to vote at the meeting is entitled to inspect the list at any time during the meeting or any adjournment. If prepared in connection with action to be taken by the members by written ballot, the members list shall be available for inspection by any member entitled to cast a vote by such written ballot, beginning on the date that the first written ballot is delivered to the members and continuing through the time when such written ballots must be received by the nonprofit corporation in order to be counted, at the nonprofit corporation's principal office. A member entitled to vote at the meeting or by such written ballot, or an agent or attorney of a member entitled to vote at the meeting or by such written ballot, is entitled on written demand to inspect and, subject to the requirements of section 7-136-102 (3) and the provisions of section 7-136-103 (2) and (3), to copy the list, during regular business hours, at the member's expense, and during the period it is available for inspection.

(3) If the nonprofit corporation refuses to allow a member entitled to vote at the meeting or by such written ballot, or an agent or attorney of a member entitled to vote at the meeting or by such written ballot, to inspect the members list or to copy the list during the period it is required to be available for inspection under subsection (2) of this section, the district court for the county in this state in which the street address of the nonprofit corporation's principal office is located or, if the nonprofit corporation has no principal office in this state, the district court for the county in which the street address of its registered agent is located, or if the nonprofit corporation has no registered agent in this state, the district court for the city and county of Denver may, on application of the member, summarily order the inspection or copying of the list at the nonprofit corporation's expense and may postpone or adjourn the meeting for which the list was prepared, or postpone the time when the nonprofit corporation must receive written ballots in connection with which the list was prepared, until the inspection or copying is complete.

(4) If a court orders inspection or copying of the list of members pursuant to subsection (3) of this section, unless the nonprofit corporation proves that it refused inspection or copying of the list in good faith because it had a reasonable basis for doubt about the right of the member or the agent or attorney of the member to inspect or copy the list of members:

(a) The court shall also order the nonprofit corporation to pay the member's costs, including reasonable counsel fees, incurred in obtaining the order;

(b) The court may order the nonprofit corporation to pay the member for any damages the member incurred; and

(c) The court may grant the member any other remedy afforded the member by law.

(5) If a court orders inspection or copying of the list of members pursuant to subsection (3) of this section, the court may impose reasonable restrictions on the use or distribution of the list by the member.

(6) Failure to prepare or make available the list of members does not affect the validity of action taken at the meeting or by means of such written ballot.
C.R.S. § 7-40-105 — CO Code / Title 7 / Article 40 / Section 7-40-105
7-40-105. Amendments - where filed - fees
Status: in_force

7-40-105. Amendments - where filed - fees. (1) (a) All amendments to the certificate of incorporation shall be filed in the office of the secretary of state of Colorado and recorded in the office of the recorder of each county in which said corporation owns real estate in the state of Colorado. The department of revenue shall collect a fee of five dollars for the filing of each amendment.

(b) Notwithstanding the amount specified for the fee in paragraph (a) of this subsection (1), the executive director of the department of revenue by rule or as otherwise provided by law may reduce the amount of the fee if necessary pursuant to section 24-75-402 (3), C.R.S., to reduce the uncommitted reserves of the fund to which all or any portion of the fee is credited. After the uncommitted reserves of the fund are sufficiently reduced, the executive director by rule or as otherwise provided by law may increase the amount of the fee as provided in section 24-75-402 (4), C.R.S.

(2) If a true copy of the certificate of incorporation of the corporation or any amendment to the certificate is presented to the secretary of state with a request that the same be certified, the secretary of state shall certify the same for a fee that shall be determined and collected pursuant to section 24-21-104 (3), C.R.S., which certificate or amendment shall contain, in addition to the usual statement, a statement that the same is a true copy of the original certificate or amendment, as the case may be, on file in the records of the secretary of state and a statement as to the date of filing of the original certificate or amendment.
C.R.S. § 7-108-501 — CO Code / Title 7 / Article 108 / Part 5 / Section 7-108-501
7-108-501. Conflicting interest transaction - definition
Status: in_force

7-108-501. Conflicting interest transaction - definition. (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 officer or has a financial interest that is known to, and material to, the director;

(II) A guaranty by a corporation of an obligation of the director or of an obligation of an entity in which the director is a director or officer or has a financial interest that is known to, and material to, the director;

(III) A contract or transaction between the corporation and the director or between the corporation and an entity in which the director is a director or officer or has a financial interest that is known to, and material to, the director; or

(IV) The director's taking a corporate opportunity, except to the extent permitted pursuant to a provision of the articles of incorporation adopted under section 7-102-102 (2)(e).

(b) "Conflicting interest transaction" does not include any transaction between:

(I) A corporation and another entity if the other entity owns, directly or indirectly, all of the outstanding shares of the corporation; or

(II) The corporation and another entity if the corporation owns, directly or indirectly, all of the outstanding shares or other equity interests of the other entity.

(2) A conflicting interest transaction is not void or voidable, shall not be enjoined or set aside, and does not give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the corporation, solely because it is a conflicting interest transaction or because the director is present at or participates in the meeting of the corporation's board of directors or of the committee of the board of directors that authorizes, approves, or ratifies the conflicting interest transaction or because the director's vote is counted for that purpose if:

(a) The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the board of directors or the committee, and the board of directors or committee in good faith authorizes, approves, or ratifies the conflicting interest transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(b) The material facts as to the director's relationship or interest and as to the conflicting interest transaction are disclosed or are known to the shareholders entitled to vote on the conflicting interest transaction, and:

(I) The conflicting interest transaction is specifically authorized, approved, or ratified by a vote of the disinterested shareholders in which the votes cast in favor of authorizing, approving, or ratifying the conflicting interest transaction exceed the votes cast in opposition; or

(II) If the articles of incorporation provide for voting on the matter by the disinterested shareholders in two or more voting groups, the conflicting interest transaction is specifically authorized, approved, or ratified by a vote of each voting group in which the votes cast within the voting group in favor of authorizing, approving, or ratifying the conflicting interest transaction exceed the votes cast within the voting group in opposition; or

(c) The conflicting interest transaction is fair as to the corporation.

(3) A director's taking advantage, directly or indirectly, of a corporate opportunity shall not be enjoined or set aside and does not give rise to an award of damages or other sanctions in a proceeding by a shareholder or by or in the right of the corporation, because the director took such advantage, if:

(a) The material facts as to the director's relationship or interest and as to the corporate opportunity are disclosed to or are known to the board of directors or the committee, and the board of directors or committee authorizes, approves, or ratifies the taking of the corporate opportunity by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; or

(b) The material facts as to the director's relationship or interest and as to the corporate opportunity are disclosed to or are known to the shareholders entitled to vote on the corporate opportunity, and either:

(I) The taking of the corporate opportunity is specifically authorized, approved, or ratified by a vote of the disinterested shareholders in which the votes cast in favor of authorizing, approving, or ratifying the taking of the corporate opportunity exceed the votes cast in opposition; or

(II) If the articles of incorporation provide for voting on the matter by the disinterested shareholders in two or more voting groups, the taking of the corporate opportunity is specifically authorized, approved, or ratified by a vote of each such voting group in which the votes cast within the voting group in favor of authorizing, approving, or ratifying the taking of the corporate opportunity exceed the votes cast within the voting group in opposition.

(4) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or of a committee that authorizes, approves, or ratifies a conflicting interest transaction or the taking of a corporate opportunity.

(5) Unless otherwise provided in the articles of incorporation, a majority of the votes of disinterested shareholders entitled to be cast on the matter of authorizing, approving, or ratifying a conflicting interest transaction pursuant to subsection (2)(b) of this section or a taking of a corporate opportunity pursuant to subsection (3)(b) of this section constitutes a quorum of that voting group for action on that matter, but a quorum must not consist of fewer than one-third of the votes of disinterested shareholders entitled to be cast on the matter by the voting group.
C.R.S. § 7-128-101 — CO Code / Title 7 / Article 128 / Part 1 / Section 7-128-101
7-128-101. Requirement for board of directors
Status: in_force

7-128-101. Requirement for board of directors. (1) Unless otherwise provided in the articles of incorporation, each nonprofit corporation shall have a board of directors. The board of directors and the directors may be known by any other names designated in the bylaws.

(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 affairs of the nonprofit corporation managed under the direction of, the board of directors or such other persons as the articles of incorporation provide shall have the authority and perform the duties of a board of directors. To the extent the articles of incorporation provide that other persons shall have the authority and perform the duties of the board of directors, the directors shall be relieved to that extent from such authority and duties.
C.R.S. § 7-134-107 — CO Code / Title 7 / Article 134 / Part 1 / Section 7-134-107
7-134-107. Disposition of claims by publication
Status: repealed

7-134-107. Disposition of claims by publication. (Repealed)
C.R.S. § 7-58-305 — CO Code / Title 7 / Article 58 / Part 3 / Section 7-58-305
7-58-305. Bylaws
Status: in_force

7-58-305. Bylaws. (1) Bylaws shall be in a record and, if not stated in the articles, shall include:

(a) A statement of the capital structure of the limited cooperative association, including:

(I) The classes or other types of members' interests and relative rights, preferences, and restrictions granted to or imposed upon each class or other type of member's interest; and

(II) The rights to share in profits or distributions of the association;

(b) A statement of the method for admission of members;

(c) A statement designating voting and other governance rights, including which members have voting power and any restriction on voting power;

(d) A statement that a member's interest is transferable, if it is to be transferable, and a statement of the conditions upon which it may be transferred;

(e) A statement concerning the manner in which profits and losses are allocated and distributions are made among patron members and, if investor members are authorized, the manner in which profits and losses are allocated and how distributions are made among investor members and between patron members and investor members;

(f) A statement concerning:

(I) Whether persons that are not members but conduct business with the association may be permitted to share in allocations of profits and losses and receive distributions; and

(II) The manner in which profits and losses are allocated and distributions are made with respect to those persons; and

(g) A statement of the number and terms of directors or the method by which the number and terms are determined.

(2) Subject to subsection (3) of this section and the articles, bylaws may contain any other provision for managing and regulating the affairs of the association.

(3) The matters referred to in this subsection (3) may be varied only in the bylaws, in the articles, or in the bylaws and the articles. The bylaws may:

(a) Require more information to be maintained under section 7-58-112 or provided to members under section 7-58-505 (11);

(b) Provide restrictions on transactions between a member and an association under section 7-58-113;

(c) Provide for the percentage and manner of voting on amendments to the articles and bylaws by district, class, or voting group under section 7-58-404 (1);

(d) Provide for the percentage vote required to amend the bylaws concerning the admission of new members under section 7-58-405 (5)(e);

(e) Provide for terms and conditions to become a member under section 7-58-502;

(f) Restrict the manner of conducting members meetings under sections 7-58-506 (3) and 7-58-507 (5);

(g) Designate the presiding officer of members meetings under sections 7-58-506 (5) and 7-58-507 (7);

(h) Require a statement of purposes in the annual meeting notice under section 7-58-508 (2);

(i) Increase quorum requirements for members meetings under section 7-58-510 and board of directors meetings under section 7-58-815;

(j) Allocate voting power among members, including patron members and investor members, and provide for the manner of member voting and action as permitted by sections 7-58-511 to 7-58-517;

(k) Authorize investor members and expand or restrict the transferability of members' interests to the extent provided in sections 7-58-602 to 7-58-604;

(l) Provide for enforcement of a marketing contract under section 7-58-704 (1);

(m) Provide for qualification, election, terms, removal, filling vacancies, and member approval for compensation of directors in accordance with sections 7-58-803 to 7-58-805, 7-58-807, 7-58-809, and 7-58-810;

(n) Restrict the manner of conducting board meetings and taking action without a meeting under sections 7-58-811 and 7-58-812;

(o) Provide for frequency, location, notice, and waivers of notice for board meetings under sections 7-58-813 and 7-58-814;

(p) Increase the percentage of votes necessary for board action under section 7-58-816 (2);

(q) Provide for the creation of committees of the board of directors and matters related to the committees in accordance with section 7-58-817;

(r) Provide for officers and their appointment, designation, and authority under section 7-58-822;

(s) Provide for forms and values of contributions under section 7-58-1002;

(t) Provide for remedies for failure to make a contribution under section 7-58-1003;

(u) Provide for the allocation of profits and losses of the association, distributions, and the redemption or repurchase of distributed property other than money in accordance with sections 7-58-1004 to 7-58-1007;

(v) Specify when a member's dissociation is wrongful and the liability incurred by the dissociating member for damage to the association under section 7-58-1101 (2) and (3);

(w) Provide the personal representative, or other legal representative of, a deceased member or a member adjudged incompetent with additional rights under section 7-58-1103;

(x) Increase the percentage of votes required for board of director approval of:

(I) A resolution to dissolve under section 7-58-1205;

(II) A proposed amendment to the articles or bylaws under section 7-58-402 (1)(a);

(III) A plan of conversion under section 7-58-1603 (1);

(IV) A plan of merger under section 7-58-1607 (1); and

(V) A proposed disposition of assets under section 7-58-1503 (1); and

(y) Vary the percentage of votes required for members' approval of:

(I) A resolution to dissolve under section 7-58-1205;

(II) An amendment to the bylaws under section 7-58-405;

(III) A plan of conversion under section 7-58-1603;

(IV) A plan of merger under section 7-58-1608; and

(V) A disposition of assets under section 7-58-1504.

(4) In addition to amendments permitted under part 4 of this article, the initial board of directors may amend the bylaws by a majority vote of the directors at any time before the admission of members.
C.R.S. § 7-90-908 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-908
7-90-908. Dissolution of delinquent entity
Status: in_force

7-90-908. Dissolution of delinquent entity. (1) If a delinquent domestic entity has failed to cure its delinquency for three years or more, any manager of the domestic entity may cause it to dissolve by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of dissolution of delinquent entity stating:

(a) The domestic entity name of the delinquent entity;

(b) The principal office address of the delinquent entity's principal office;

(c) That the entity is delinquent and has failed to cure its delinquency for three years or more; and

(d) That, at least thirty days prior to the delivery of the statement of dissolution of delinquent entity to the secretary of state, the delinquent entity has delivered written notice of the delinquent entity's plan to file a statement of dissolution of delinquent entity to all owners and other persons having authority under the organic statutes and under its constituent operating document to bring about or prevent dissolution of the entity and the delinquent entity has not received, as of the date the statement of dissolution of delinquent entity is delivered for filing to the secretary of state, written objections to dissolution from such number of such owners and other persons as would be sufficient to prevent voluntary dissolution of the delinquent entity under the organic statutes and its constituent operating document.

(2) A delinquent domestic entity is dissolved upon the effective date of its statement of dissolution of delinquent entity.
C.R.S. § 7-111-103 — CO Code / Title 7 / Article 111 / Section 7-111-103
7-111-103. Action on plan - merger, conversion, or exchange - definitions
Status: in_force

7-111-103. Action on plan - merger, conversion, or exchange - definitions. (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 party to the merger, or the board of directors of each corporation party to the exchange shall submit the plan of conversion, plan of merger, or plan of exchange to its shareholders for approval, except as provided in subsection (7) of this section or in section 7-111-104.

(2) For a plan of conversion, a plan of merger, or a plan of exchange to be approved by the shareholders:

(a) The board of directors must recommend the plan of conversion, plan of merger, or plan of exchange to the shareholders unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the shareholders with the plan; and

(b) The shareholders entitled to vote on the plan of conversion, plan of merger, or plan of exchange must approve the plan as provided in subsection (5) of this section.

(3) The board of directors may condition the effectiveness of the plan of conversion, plan of merger, or plan of exchange on any basis.

(4) The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the plan of conversion, plan of merger, or plan of exchange of the shareholders' meeting at which the plan will be voted upon. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion, plan of merger, or plan of exchange, and the notice must contain or be accompanied by a copy of the plan or a summary of the plan.

(5) Unless articles 101 to 117 of this title 7, including the provisions of section 7-117-101 (8), the articles of incorporation, bylaws adopted by the shareholders, or the board of directors acting pursuant to subsection (3) of this section require a greater vote, the plan of conversion, plan of merger, or plan of exchange must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.

(6) Separate voting by voting groups is required:

(a) On a plan of merger or a plan of conversion if the plan contains a provision that, if contained in an amendment to the articles of incorporation, would require action by one or more separate voting groups on the amendment under section 7-110-104;

(b) On a plan of exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.

(7) Action by the shareholders of the surviving corporation on a plan of merger or by the shareholders of the acquiring corporation in a plan of exchange is not required if:

(a) The articles of incorporation of the surviving or acquiring corporation will not differ, except for amendments enumerated in section 7-110-102, from its articles of incorporation before the transaction;

(b) Each shareholder of the surviving or acquiring corporation whose shares were outstanding immediately before the transaction will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after the transaction;

(c) The number of voting shares outstanding immediately after the transaction, plus the number of voting shares issuable as a result of the transaction either by the conversion of securities issued pursuant to the transaction or by the exercise of rights and warrants issued pursuant to the transaction, will not exceed by more than twenty percent the total number of voting shares of the surviving or acquiring corporation outstanding immediately before the transaction; and

(d) The number of participating shares outstanding immediately after the transaction, plus the number of participating shares issuable as a result of the transaction either by the conversion of securities issued pursuant to the transaction or by the exercise of rights and warrants issued pursuant to the transaction, will not exceed by more than twenty percent the total number of participating shares outstanding immediately before the transaction.

(8) As used in subsection (7) of this section:

(a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions.

(b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
C.R.S. § 7-64-305 — CO Code / Title 7 / Article 64 / Part 3 / Section 7-64-305
7-64-305. Partnership liable for partner's actionable conduct
Status: in_force

7-64-305. Partnership liable for partner's actionable conduct. (1) A partnership is liable for loss or injury caused to a person, or for a penalty incurred, as a result of a wrongful act or omission, or other actionable conduct, of a partner acting in the ordinary course of business of the partnership or with authority of the partnership.

(2) If, in the course of the partnership's business or while acting with authority of the partnership, a partner receives or causes the partnership to receive money or property of a person not a partner, and the money or property is misapplied by a partner, the partnership is liable for the loss.
C.R.S. § 7-60-151 — CO Code / Title 7 / Article 60 / Section 7-60-151
7-60-151. Filing, service, and copying fees
Status: repealed

7-60-151. Filing, service, and copying fees. (Repealed)
C.R.S. § 7-45-110 — CO Code / Title 7 / Article 45 / Section 7-45-110
7-45-110. Sale of interest in or assets of a toll road or toll highway company
Status: in_force

7-45-110. Sale of interest in or assets of a toll road or toll highway company. (1) If any interest in a preexisting or new toll road or toll highway company is sold or transferred, the toll road or toll highway company shall continue to comply with the limitations set forth in section 7-45-109.

(2) If a preexisting or new toll road or toll highway company sells or transfers any interest in its real property within the three-mile corridor specified in the filed formation document of the preexisting toll road or toll highway company or within the proposed route of the toll road or toll highway proposed by the new toll road or toll highway company that is not used for the toll road or toll highway, then the purchaser shall comply with the limitations set forth in section 7-45-109.

(3) If a toll road, toll highway, or toll road or toll highway project is included in the comprehensive statewide transportation plan required pursuant to section 43-1-1103 (5), C.R.S., before the toll road or toll highway company completes a subsequent sale or transfer of assets or rights generating more than twenty percent of the current revenue from the toll road, toll highway, or project, the purchaser must demonstrate to the transportation commission, and the commission must determine, that following the sale or transfer the resources needed to comply with federal and state water quality standards and other federal and state environmental requirements and to implement mitigation measures that were included in the toll road or toll highway project description or required by a metropolitan planning organization, a regional planning commission, or the transportation commission will still be available for those purposes.
C.R.S. § 7-90-902 — CO Code / Title 7 / Article 90 / Part 9 / Section 7-90-902
7-90-902. Declaration of delinquency
Status: in_force

7-90-902. Declaration of delinquency. (1) (a) If the secretary of state determines that one or more grounds exist under section 7-90-901 for declaring an entity delinquent and the entity does not correct each ground for declaring it delinquent or demonstrate to the reasonable satisfaction of the secretary of state that such ground does not exist within sixty days after the secretary of state makes such determination, the entity becomes delinquent following the expiration of such sixty days.

(b) If the secretary of state determines that grounds exist under section 7-90-901 (1)(d) or (2)(f) for declaring an entity delinquent, the entity becomes delinquent immediately upon such determination and is not subject to the sixty-day period set forth in subsection (1)(a) of this section.

(2) (Deleted by amendment, L. 2010, (HB 10-1403), ch. 404, p. 1998, § 20, effective August 11, 2010.)
C.R.S. § 7-101-206 — CO Code / Title 7 / Article 101 / Part 2 / Section 7-101-206
7-101-206. Filing duty of secretary of state - manner of filing
Status: repealed

7-101-206. Filing duty of secretary of state - manner of filing. (Repealed)
C.R.S. § 7-64-1009 — CO Code / Title 7 / Article 64 / Part 10 / Section 7-64-1009
7-64-1009. Application of corporation case law to set aside limited liability
Status: in_force

7-64-1009. Application of corporation case law to set aside limited liability. (1) In a case in which a party seeks to hold the general partners of a limited liability partnership or limited liability limited partnership personally responsible for the alleged improper actions of the limited liability partnership or limited liability limited partnership, the court shall apply the case law that interprets the conditions and circumstances under which the corporate veil of a corporation may be pierced under Colorado law.

(2) For purposes of this section, the failure of a limited liability partnership or limited liability limited partnership to observe the formalities or requirements relating to the management of its business and affairs is not in itself a ground for imposing personal liability on the partners for debts, obligations, or liabilities of the limited liability partnership or limited liability limited partnership.
C.R.S. § 7-90-314 — CO Code / Title 7 / Article 90 / Part 3 / Section 7-90-314
7-90-314. Fraudulent filings - complaint - review - referral to attorney general - referra
Status: in_force

7-90-314. Fraudulent filings - complaint - review - referral to attorney general - referral to administrative law judge - marking filing as fraudulent - deceptive trade practice - definition. (1) Fraudulent filings. The following actions are prohibited:

(a) Including the name of a person on a document filed in the secretary of state's office under this part 3 without the named person's written consent if the person is included in the filing as:

(I) The registered agent;

(II) The individual causing the document to be delivered to the secretary of state's office for filing;

(III) The person incorporating, forming, or organizing an entity; or

(IV) Any other person required under this title 7 to be identified in a document filed in the secretary of state's office;

(b) Including an address in a document filed in the secretary of state's office under this part 3 without the consent of the owner of or occupant of the included address; and

(c) Delivering a document regarding an entity to the secretary of state's office if the individual who makes the delivery lacks the necessary written consent or authority to do so.

(2) Complaint. A law enforcement agency or a person named in or otherwise affected by the filing of a document under this part 3 may submit a complaint to the secretary of state, on a form prescribed by the secretary of state, alleging that the filing was made in violation of subsection (1) of this section. The complaint must include at least the following information:

(a) A description of the alleged violation;

(b) The name; street address; telephone number; e-mail address, if available; and any additional contact information of the person making the complaint;

(c) The name; street address; telephone number; e-mail address, if available; and any additional contact information of any third party authorized to submit the complaint by and on behalf of the person that is named in or affected by the filing;

(d) The unique identification number assigned by the secretary of state to each filed document that is alleged to have been filed in violation of subsection (1) of this section;

(e) The unique identification number assigned by the secretary of state to each entity associated with both the complaint and the filing;

(f) Information, if known to the person making the complaint, identifying each person involved in the filing, including names, street addresses, telephone numbers, websites, and e-mail addresses;

(g) Information, if known, identifying the nature of any business or personal relationship between the person submitting the complaint and each person involved in the alleged violation;

(h) A statement by the person submitting the complaint, under penalty of perjury pursuant to section 7-90-301.5, that the person believes in good faith that the facts stated in the complaint are true and that the complaint complies with the requirements of this part 3, the constituent documents, and the organic statutes; and

(i) Any additional information that the person believes may assist in an investigation of the complaint.

(3) Review - secretary of state. (a) Upon receipt of a complaint submitted pursuant to subsection (2) of this section, the secretary of state shall review the complaint and evaluate whether the complaint indicates a violation of subsection (1) of this section and satisfies the requirements of subsection (2) of this section. If so, the secretary of state, using electronic means, shall refer the complaint to the attorney general for review and investigation under the "Colorado Consumer Protection Act", article 1 of title 6.

(b) If the secretary of state determines that the information provided in a complaint does not indicate a violation of subsection (1) of this section or does not satisfy the requirements of subsection (2) of this section, the secretary of state shall notify the person that submitted the complaint of the fact and provide an explanation of any deficiencies in the complaint.

(c) The secretary of state may ask a person who submits a complaint to submit additional information concerning:

(I) The alleged violation of subsection (1) of this section; or

(II) The person's failure to submit the information required by subsection (2) of this section.

(d) The secretary of state shall notify the person who submitted a complaint of the outcome of the secretary of state's review of the complaint.

(e) If the secretary of state rejects a complaint for failure to comply with subsection (1) or (2) of this section, the complaint may be resubmitted.

(4) Review - attorney general - hearing and findings - administrative law judge. (a) Upon receipt of a complaint referred by the secretary of state in accordance with subsection (3)(a) of this section, the attorney general shall review the complaint and determine whether the complaint should be investigated. If the attorney general determines that the complaint should be investigated, the attorney general:

(I) Shall mail a written notice and demand to the street address or mailing address, if different from the street address, as well as to the e-mail address, if available, of the registered agent of record listed in the secretary of state's online filing system for the entity at issue, and, if a telephone number is available, the attorney general shall contact the registered agent by telephone; and

(II) May provide written or verbal notice and demand to any other point of contact that the attorney general determines through investigation to be a means by which to reach the entity at issue.

(b) The attorney general's notice and demand must notify the entity at issue of the allegations in the complaint and demand that the entity respond to the complaint by a date certain, which response must include the information described in subsection (4)(c) of this section.

(c) A person to whom the attorney general sends a notice and demand, or the person's agent, shall respond to the notice and demand within twenty-one days after the written notice and demand is mailed. The response must include the following information:

(I) The name; street address; telephone number; e-mail address, if available; and any additional contact information of the person responding to the notice and demand and, if the responding person is an agent of the person to whom the notice and demand is sent, any supporting documents, including any registered agent information, that establish the agent's authority to act on the person's behalf;

(II) The name of the entity at issue;

(III) Information, if known, identifying each person involved in the alleged violation of subsection (1) of this section, including names, street addresses, telephone numbers, websites, and e-mail addresses;

(IV) Information identifying the nature of any business or personal relationship between the person that submitted the complaint and each person involved in the alleged violation of subsection (1) of this section; except that this subsection (4)(c)(IV) does not require the disclosure of privileged information;

(V) A statement by the entity at issue responding to the notice and demand that affirms or denies having knowledge of or information about the alleged violation of subsection (1) of this section;

(VI) Material evidence of written consent to use the name or address in the filing at issue;

(VII) A statement by the person responding to the notice and demand, under penalty of perjury pursuant to section 7-90-301.5, that the person believes in good faith that the facts stated in the response are true and that the response complies with the requirements of this part 3, the constituent documents, and the organic statutes; and

(VIII) Any additional information that the person responding to the notice and demand believes may be useful in an investigation of the complaint.

(d) All information received by the attorney general under this section is governed by section 6-1-111 (2).

(e) If, within twenty-one days after mailing a notice and demand, the attorney general does not receive a response in writing or otherwise, the attorney general shall send a second notice and demand, consistent with the requirements of this subsection (4), and allow twenty-one days for a response, which must comply with subsection (4)(c) of this section.

(f) (I) If the attorney general does not receive a response within twenty-one days after mailing a second notice and demand as described in subsection (4)(e) of this section, each allegation in the notice and demand is deemed conceded by the person that did not respond, and the attorney general may certify that fact to the secretary of state. Upon receiving the certification, the secretary of state shall take the appropriate remedial action under subsections (4)(g)(V) and (4)(g)(VI) of this section based on the conceded notice and demand.

(II) As used in this subsection (4)(f), "conceded notice and demand" means a notice and demand described in subsection (4)(e) of this section sent by the attorney general to which the attorney general did not receive a response and in which, pursuant to subsection (4)(f)(I) of this section, each allegation is deemed conceded by the person that did not respond.

(g) (I) A request is timely if receipt of a response and a request for a hearing on any issue raised by the notice and demand is made within twenty-one days after the notice and demand is mailed. If a person timely requests a hearing, the attorney general may refer the complaint to an administrative law judge.

(II) If the attorney general refers the complaint to an administrative law judge, the attorney general shall prosecute the matter before the administrative law judge. If the attorney general does not refer the complaint to an administrative law judge within one hundred eighty days after the attorney general receives the response to the notice and demand, the attorney general is deemed to have determined to not proceed with prosecuting the complaint.

(III) The administrative law judge shall hold a hearing within sixty days after the attorney general refers a complaint and shall render a decision within fifteen days after the hearing. The administrative law judge may grant the attorney general or the person requesting a hearing an extension of up to thirty days upon a motion. The administrative law judge may grant the attorney general or the person requesting a hearing an extension of longer than thirty days upon a showing of good cause.

(IV) If the administrative law judge finds that subsection (1) of this section has been violated, the administrative law judge shall make an additional finding as to whether:

(A) An entity was created or registered without authorization or for fraudulent purposes; or

(B) An unauthorized filing was made.

(V) If the administrative law judge finds that, or if a conceded notice and demand sets forth that, an entity was created or registered without authorization or for fraudulent purposes, the attorney general shall notify the secretary of state, who shall:

(A) Mark the business record with a notice that the entity is unauthorized or fraudulent and is declared delinquent pursuant to sections 7-90-901 and 7-90-902;

(B) Redact each address and name that was used without authorization from the entity's filing and from any other relevant filings; and

(C) Disable additional filing functionality on the entity's records.

(VI) If the administrative law judge finds that, or if a conceded notice and demand sets forth that, an unauthorized filing was made for a legitimate entity, the attorney general shall notify the secretary of state, who shall:

(A) Mark each unauthorized filing for the entity to notify the public that the filing is unauthorized;

(B) Redact each address and name that was used without authorization from the entity's filing and from the relevant filings; and

(C) Mark the business record to notify the public that the entity has been the victim of fraudulent or unauthorized acts.

(VII) The decision of the administrative law judge is final and subject to review by the court of appeals under section 24-4-106 (11). The secretary of state and the administrative law judge are not necessary parties to the review.

(h) The attorney general shall communicate the finding made by the administrative law judge in accordance with subsection (4)(g)(IV) of this section to:

(I) The person who submitted the complaint, using the e-mail address provided on the complaint form or, if an e-mail address was not provided, using the mailing address provided on the complaint form; and

(II) Each entity at issue, using registered mail addressed to the street address or mailing address, if different, of the registered agent of record for the entity listed in the secretary of state's online filing system and to the e-mail address listed, if provided; and

(III) The secretary of state.

(5) A violation of subsection (1) of this section is a deceptive trade practice under section 6-1-105 (1)(ppp) and is subject to enforcement by the department of law in addition to the enforcement described in this section. A determination by the administrative law judge as provided by subsection (4)(g)(IV) of this section or a failure to timely respond to a notice and demand as provided by subsection (4)(f) of this section constitutes a prima facie showing that subsection (1) of this section was violated.
C.R.S. § 7-90-502 — CO Code / Title 7 / Article 90 / Part 5 / Section 7-90-502
7-90-502. Statement of person named in filed document
Status: repealed

7-90-502. Statement of person named in filed document. (Repealed)
C.R.S. § 7-64-501 — CO Code / Title 7 / Article 64 / Part 5 / Section 7-64-501
7-64-501. Partner not co-owner of partnership property
Status: in_force

7-64-501. Partner not co-owner of partnership property. A partner is not a co-owner of partnership property and has no interest in partnership property which can be transferred, either voluntarily or involuntarily.
C.R.S. § 7-134-104 — CO Code / Title 7 / Article 134 / Part 1 / Section 7-134-104
7-134-104. Revocation of dissolution
Status: repealed

7-134-104. Revocation of dissolution. (Repealed)