reglab/housing_qa huggingface dataset:
CO Code § 7-90-201.3 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-201.3. Plan of Conversion

  A plan of conversion must state:   The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of entity of the converting entity;    The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of the resulting entity;    The terms and conditions of the conversion, including the manner and basis of changing the owners' interests of the converting entity into owners' interests or obligations of the resulting entity or into money or other property in whole or in part.        History. Source: L. 2007: Entire section added, p. 232, § 22, effective May 29. L. 2019: IP(1) and (1)(c) amended, (SB 19-086), ch. 166, p. 1912, § 3, effective July 1, 2020.
CO Code § 7-90-201.4 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-201.4. Approval of Plan of Conversion

  In the case of domestic entities described in this subsection (1), the plan of conversion must be approved:   In the case of a corporation, as provided in section 7-111-103;    In the case of a nonprofit corporation, as provided in section 7-131-102;    In the case of a cooperative formed under, or subject to, article 56 of this title 7, as provided in section 7-56-602; and    In the case of a cooperative formed under article 55 of this title 7, as provided in section 7-55-112.       In the case of a domestic entity other than an entity described in subsection (1) of this section, the plan of conversion must be approved as follows:   If the primary constituent documents expressly provide for the approval of the plan of conversion, it must be approved in accordance with those provisions.    If subsection (2)(a) of this section does not apply, the plan of conversion must be approved in accordance with the provisions of the primary constituent documents that contain the most stringent terms for the approval of a plan of merger.    If subsections (2)(a) and (2)(b) of this section do not apply, the plan of conversion must be approved in accordance with the provisions of the primary constituent documents that contain the most stringent terms for the approval of an amendment to the primary constituent documents or, if no such provisions exist, the provisions of the organic statutes that contain the most stringent terms for the approval of an amendment to the primary constituent documents.    If subsections (2)(a), (2)(b), and (2)(c) of this section do not apply, the plan of conversion must be approved by all of the owners of the converting entity.       For purposes of this section, the provisions of the organic statutes and constituent documents applicable to approval include provisions relating to any preliminary approval by managers for submission to the owners, notices, quorum, voting, and consent by owners or third parties. References in this section to the most stringent provisions of the primary constituent documents or organic statutes are references to those provisions of the documents or statutes that establish the highest voting requirements.    Nothing in this section permits a primary constituent document to contain any provision proscribed by the organic statutes.     History. Source: L. 2007: Entire section added, p. 232, § 22, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1912, § 4, effective July 1, 2020.
CO Code § 7-90-202 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-202. Effect of Conversion - Entity Unchanged

  When a conversion takes effect, the converting entity is converted into the resulting entity, and the resulting entity is thereafter subject to all of the provisions of the organic statutes.    Unless otherwise agreed, the conversion of any converting entity into a resulting entity shall not be deemed to affect any obligations of the converting entity incurred prior to the conversion to the resulting entity or the personal liability of any person incurred prior to such conversion.    Unless otherwise agreed or otherwise provided by the organic statutes, other than this article, the converting entity shall not be required to wind up the entity's affairs or pay obligations and distribute the entity's assets, and the conversion shall not be deemed to constitute a dissolution of the converting entity and shall constitute a continuation of the existence of the converting entity in the form of the resulting entity.    The resulting entity is the same entity as the converting entity.     History. Source: L. 2000: Entire part R&RE, p. 967, § 46, effective July 1. L. 2004: (1) and (3) amended, p. 1472, § 204, effective July 1. L. 2019: (1) amended,(SB 19-086), ch. 166, p. 1913, § 6, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-90-202 as it existed prior to 2000.
CO Code § 7-90-203 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-203. Merger of Entities

  One or more domestic entities may merge into a domestic entity of a form the same as or different from any of the merging entities pursuant to a plan of merger complying with section 7-90-203.3 and approved pursuant to section 7-90-203.4.    One or more domestic entities may merge into a foreign entity of a form the same as or different from that of any of the merging entities, or one or more foreign entities may merge into a domestic entity of a form the same as or different from that of any of the merging entities, pursuant to a plan of merger complying with section 7-90-203.3 and approved, in the case of a domestic entity, pursuant to section 7-90-203.4, if:   The merger is not prohibited by the constituent documents or organic statutes of each foreign entity;    Each foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the merger; and    Any foreign entity that is the surviving entity of the merger complies with section 7-90-204.5.       to (7) (Deleted by amendment,L. 2007, p. 235, § 23, effective May 29, 2007.)     History. Source: L. 2000: Entire part R&RE, p. 968, § 46, effective July 1. L. 2002: IP(5) amended, p. 1838, § 89, effective July 1; IP(5) amended, p. 1702, § 87, effective October 1. L. 2003: (1), (2), (3), (4)(c)(II), (5), and (6) amended and (4)(c)(III) and (4)(c)(IV) added, p. 2286, § 196, effective July 1, 2004. L. 2004: (2), (3)(a), (3)(b), (4)(c), (5), and (6) amended and (3)(f) added, p. 1472, § 205, effective July 1. L. 2005: (5)(c) amended, p. 1206, § 6, effective October 1. L. 2006: (3)(a), (3)(b), (4)(b), (4)(c)(II)(B), (4)(c)(II)(D), and (5) amended, p. 868, § 44, effective July 1. L. 2007: Entire section amended, p. 235, § 23, effective May 29. L. 2019: (1) and (2) amended,(SB 19-086), ch. 166, p. 1914, § 7, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-90-203 as it existed prior to 2000.
CO Code § 7-90-203.1 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-203.1. Exchange of Owner's Interest

  One or more domestic entities may acquire all owners' interests of any other entity or all of one or more classes, series, or types, in exchange for owners' interests or other securities, obligations, rights to acquire owners' interests, or other securities, cash, property, or any combination pursuant to a plan of exchange complying with section 7-90-203.3 and approved pursuant to section 7-90-203.4.    A foreign entity may be party to an exchange pursuant to a plan of exchange complying with section 7-90-203.3 and approved, in the case of a domestic entity, pursuant to section 7-90-203.4, if:   The exchange is not prohibited by the constituent documents or organic statutes of the foreign entity;    The foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the exchange; and    Any foreign entity that is the acquiring entity in the exchange complies with section 7-90-204.5.       This section does not limit the power of a domestic entity to acquire the owners' interests of any other entity in a transaction other than an exchange.     History. Source: L. 2019: Entire section added,(SB 19-086), ch. 166, p. 1914, § 8, effective July 1, 2020.    ANNOTATION   Law reviews. For article, “2019 Colorado Business Law Updates: Revising the Colorado Business Corporation Act and the Colorado Corporations and Associations Act”, see 48 Colo. Law. 26 (Nov. 2019).
CO Code § 7-90-203.3 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-203.3. Plan of Merger - Plan of Exchange

  A plan of merger shall state:   The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of entity of each of the merging entities;    The entity name or, for an entity that has no entity name, the true name, the jurisdiction under the law of which the entity is formed, and the form of the surviving entity into which the merging entities are to merge;    The terms and conditions of the merger, including the manner and basis of changing the owners' interests of each merging entity into owners' interests or obligations of the surviving entity or into money or other property in whole or in part; and    Any amendments to the constituent documents of the surviving entity to be effected by the merger.         A plan of exchange must state:   The entity name of each party to the exchange;    The terms and conditions of the exchange; and    The manner and basis of exchanging the owners' interests to be acquired.       The plan of exchange may state other provisions relating to the exchange.         History. Source: L. 2007: Entire section added, p. 238, § 24, effective May 29. L. 2019: (2) added, (SB 19-086), ch. 166, p. 1915, § 9, effective July 1, 2020.
CO Code § 7-90-203.7 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-203.7. Statement of Merger - When Merger Effective

  After a merger is approved in accordance with section 7-90-203, if any merging entity is an entity for which a constituent filed document has been filed by the secretary of state, the surviving entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of merger that states:   The entity name or, for an entity that has no entity name, the true name of each merging entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;    The entity name or, for an entity that has no entity name, the true name of the surviving entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;    That each merging entity is merged into the surviving entity;    That, if the plan of merger provides for amendments to any constituent filed document of the surviving entity, an appropriate statement of change or other document effecting the amendments shall be delivered to the secretary of state for filing pursuant to part 3 of this article; and    Any other matters relating to the merger the surviving entity determines to include therein.       After a merger is approved in accordance with section 7-90-203, if no merging entity is an entity for which a constituent filed document has been filed by the secretary of state, the surviving entity may deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of merger that states:   The entity name or, for an entity that has no entity name, the true name of each merging entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;    The entity name or, for an entity that has no entity name, the true name of the surviving entity, its principal address, the jurisdiction under the law of which it is formed, and its form of entity;    That each merging entity is merged into the surviving entity; and    Any other matters relating to the merger that the surviving entity determines to include therein.       The merger shall become effective as specified by the organic statutes. If the organic statutes do not specify an effective date, the merger takes effect at the time and on the date the statement of merger becomes effective as determined pursuant to section 7-90-304 or, if no statement of merger is required to be filed, at the time and on the date determined by the owners of the merging entity.     History. Source: L. 2007: Entire section added, p. 239, § 24, effective May 29. L. 2013: IP(1) and IP(2) amended, (HB 13-1300), ch. 316, p. 1663, § 9, effective August 7. L. 2019: IP(1) and IP(2) amended, (SB 19-086), ch. 166, p. 1917, § 11, effective July 1, 2020.
CO Code § 7-90-203.8 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-203.8. Statement of Owner's Interest Exchange

  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:   The entity name of each entity whose owners' interests will be acquired, and the principal office address of its principal office;    The entity name of the acquiring entity and the principal office address of its principal office; and    A statement that the acquiring entity acquires owner's interest of the other entity or entities.        History. Source: L. 2019: Entire section added with relocations,(SB 19-086), ch. 166, p. 1917, § 12, effective July 1, 2020. L. 2020: (1)(c) amended,(HB 20-1402), ch. 216, p. 1041, § 7, effective June 30.    Editor's note:   This section is similar to former § 7-111-105 (1) as it existed prior to July 1, 2020.
CO Code § 7-90-204 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-204. Effect of Merger

  When a merger takes effect:   Every merging entity merges into the surviving entity and the separate existence of every merging entity ceases. All of the rights, privileges, including specifically the attorney-client privilege, and powers of each of the merging entities; all real, personal, and mixed property; and all obligations due to each of the merging entities, as well as all other things and causes of action of each of the merging entities, vest as a matter of law in the surviving entity and are thereafter the rights, privileges, powers, and property of, and obligations due to, the surviving entity. Title to any property vested in any of the merging entities does not revert and is not in any way impaired by reason of the merger; except that all rights of creditors in and all liens upon any property of any of the merging entities are preserved unimpaired in the same property, however held. All obligations of the merging entities attach as a matter of law to the surviving entity and may be fully enforced against the surviving entity. A merger does not constitute a conveyance, transfer, or assignment. Nothing in this section affects the validity of contract provisions or of reversions or other forms of title limitations that attach conditions or consequences specifically to mergers.    Any owner who was liable for the obligation of any merging entity solely by reason of being an owner of the merging entity, but who will otherwise not be liable for the obligation of the surviving entity, remains liable for the obligations of the merging entity incurred before the merger unless a contract giving rise to the obligation provides otherwise.    Unless otherwise provided in the constituent documents or required under the organic statutes, no merging entity shall be required to wind up its affairs or pay obligations and distribute assets, and the merger shall not be deemed to constitute a dissolution or liquidation of the merging entity. Unless otherwise provided in the constituent documents of a constituent entity or as required under the organic statutes, any payments in cash or in kind to owners of the constituent entity pursuant to the plan of merger shall not be deemed to constitute a dividend, liquidating distribution, or other distribution that gives rise to contractual distributional preference rights.        History. Source: L. 2000: Entire part R&RE, p. 969, § 46, effective July 1. L. 2004: (1)(c) amended, p. 1474, § 206, effective July 1. L. 2005: (1)(a) amended, p. 1207, § 7, effective October 1. L. 2015: (1)(a) amended,(HB 15-1071), ch. 28, p. 69, § 1, effective September 1. L. 2019: IP(1) and (1)(a) amended,(SB 19-086), ch. 166, p. 1917, § 13, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-90-204 as it existed prior to 2000.
CO Code § 7-90-204.3 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-204.3. Effect of an Exchange

 When an exchange takes effect, the owners' interests of each acquired entity are exchanged as provided in the plan, and the former holders of the owners' interests are entitled only to the exchange rights provided in the statement of owner's interest exchange or to their rights under the organic statutes.   History. Source: L. 2019: Entire section added with relocations,(SB 19-086), ch. 166, p. 1918, § 14, effective July 1, 2020.    Editor's note:   This section is similar to former § 7-111-106 (2) as it existed prior to July 1, 2020.
CO Code § 7-90-204.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-204.5. Foreign Entity Resulting From Conversion or Surviving Merger

  Upon a conversion of a domestic entity into a foreign entity, a merger of a domestic entity and a foreign entity in which the foreign entity is the surviving entity, or an exchange between a domestic entity and a foreign entity in which the foreign entity is the acquiring entity, the foreign entity:   Shall either:   Appoint a registered agent if the foreign entity has no registered agent and maintain a registered agent pursuant to part 7 of this article 90, whether or not the foreign entity is otherwise required to do so, to accept service in any proceeding to enforce any obligation or rights of shareholders seeking appraisal rights in any domestic entity party to the conversion, merger, or exchange or in any proceeding based on a cause of action arising with respect to any domestic entity party to the conversion, merger, or exchange; or    Be deemed to have authorized service of process on it in connection with such causes of action by mailing in accordance with section 7-90-704 (2);       Shall promptly pay to shareholders seeking appraisal rights in each domestic entity party to the conversion, merger, or exchange the amount, if any, to which they are entitled under the organic statutes; and    Shall comply with part 8 of this article 90 if it is to transact business or conduct activities in this state.        History. Source: L. 2004: Entire section added, p. 1474, § 207, effective July 1. L. 2006: (1)(a)(I) amended, p. 869, § 45, effective July 1. L. 2007: (1)(a)(I) amended, p. 240, § 25, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1918, § 15, effective July 1, 2020.
CO Code § 7-90-205.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 2 - Merger and Conversion of Entities|§ 7-90-205.5. Abandonment or Amendment of Plan of Merger, Plan of Conversion, or Plan of Exchange

  After a plan of merger, a plan of conversion, or a plan of exchange is authorized, and at any time before the merger, conversion, or exchange takes effect:   The transaction may be abandoned, subject to any contractual rights, in accordance with the procedure stated in the plan of merger, plan of conversion, or plan of exchange. If a merger, conversion, or exchange is abandoned after a plan of merger has been filed by the secretary of state pursuant to section 7-90-203.7, a plan of conversion has been filed by the secretary of state pursuant to section 7-90-201.7, or a plan of exchange has been filed by the secretary of state pursuant to section 7-90-203.8 stating a delayed effective date, the transaction may be prevented from becoming effective by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, before the date the transaction becomes effective pursuant to section 7-90-304, a statement of change that states that, by appropriate action, the transaction has been abandoned.    The plan of merger, plan of conversion, or plan of exchange may be amended in accordance with the procedure stated in the plan, but the plan may not be amended to change:   The amount or kind of owners' interests or other securities, eligible interests, obligations, rights to acquire owners' interests, other securities or eligible interests, cash, or other property to be received under the plan by the owners of eligible interests in any party to the merger, conversion, or exchange;    The primary constituent documents of an entity that is party to the merger, conversion, or exchange, except for changes permitted by the organic statutes of the entity; or    Any of the other terms or conditions of the plan if the change would adversely affect the owners in any material respect.           History. Source: L. 2019: Entire section added, (SB 19-086), ch. 166, p.1919, § 17, effective July 1, 2020.
CO Code § 7-90-301.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 90 - Colorado Corporations and Associations Act|Part 3 - Filing Documents|§ 7-90-301.5. Act of Causing Document to Be Delivered for Filing

 Causing a document to be delivered to the secretary of state for filing pursuant to this part 3 shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of this part 3, the constituent documents, and the organic statutes, and that the individual in good faith believes the facts stated in the document are true and the document complies with the requirements of this part 3, the constituent documents, and the organic statutes.   History. Source: L. 2004: Entire section added, p. 1477, § 209, effective July 1.