reglab/housing_qa huggingface dataset:
CO Code § 7-101-505 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 101 - General Provisions|Part 5 - Public Benefit Corporations|§ 7-101-505. Share Certificates - Notices Regarding Uncertificated Shares

 A share certificate issued by a public benefit corporation must note conspicuously that the corporation is a public benefit corporation formed pursuant to this part 5. A statement sent by a public benefit corporation pursuant to section 7-106-207 must state conspicuously that the corporation is a public benefit corporation formed pursuant to this part 5.   History. Source: L. 2013: Entire part added, (HB 13-1138), ch. 230, p. 1102, § 1, effective April 1, 2014.
CO Code § 7-101-506 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 101 - General Provisions|Part 5 - Public Benefit Corporations|§ 7-101-506. Duties of Directors

  The board of directors shall manage or direct the business and affairs of a public benefit corporation in a manner that balances the pecuniary interests of the shareholders, the best interests of those materially affected by the corporation's conduct, and the specific public benefit identified in its articles of incorporation.    A director of a public benefit corporation:   Does not, by virtue of the public benefit provisions of section 7-101-503 (1), have a duty to any person on account of an interest of the person in the public benefit identified in the articles of incorporation or on account of an interest materially affected by the corporation's conduct; and    With respect to a decision implicating the balance requirement in subsection (1) of this section, will be deemed to satisfy the director's fiduciary duties to shareholders and the corporation if the director's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve.       The articles of incorporation of a public benefit corporation may include a provision that a disinterested director's failure to satisfy this section does not, for the purposes of section 7-108-401 or 7-108-403 or article 109 of this title 7, constitute an act or omission not in good faith or a breach of the duty of loyalty.     History. Source: L. 2013: Entire part added, (HB 13-1138), ch. 230, p. 1102, § 1, effective April 1, 2014. L. 2017: (3) amended, (HB 17-1200), ch. 386, p. 2001, § 3, effective August 9. L. 2019: (3) amended, (SB 19-086), ch. 166, p.1965, § 66, effective July 1, 2020.
CO Code § 7-101-508 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 101 - General Provisions|Part 5 - Public Benefit Corporations|§ 7-101-508. Derivative Suits

  Shareholders of a public benefit corporation may maintain a derivative lawsuit to enforce the requirements of section 7-101-506 (1) if the shareholders own, individually or collectively, as of the date of instituting a derivative suit, either:   At least two percent of the corporation's outstanding shares; or    In the case of a corporation with shares listed on a national securities exchange, the lesser of two percent of the corporation's outstanding shares or shares of at least two million dollars in market value.        History. Source: L. 2013: Entire part added, (HB 13-1138), ch. 230, p. 1103, § 1, effective April 1, 2014.
CO Code § 7-101-509 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 101 - General Provisions|Part 5 - Public Benefit Corporations|§ 7-101-509. No Effect on Other Corporations

  Except as provided in section 7-101-504:   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.    This part 5 does not affect a statute or rule of law that applies to a corporation that is not a public benefit corporation.        History. Source: L. 2013: Entire part added, (HB 13-1138), ch. 230, p. 1103, § 1, effective April 1, 2014. L. 2017: Entire section amended, (HB 17-1200), ch. 386, p. 2001, § 5, effective August 9.
CO Code § 7-106-102 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 106 - Shares and Distributions|Part 1 - Shares|§ 7-106-102. Terms of Class or Series Determined by Board of Directors

  If the articles of incorporation so provide, the board of directors may determine, in whole or in part, the preferences, limitations, and relative rights, within the limits set forth in section 7-106-101, of:   Any class of shares before the issuance of any shares of that class; or    One or more series within a class before the issuance of any shares of that series.       Each series of a class shall be given a distinguishing designation.    All shares of a series shall have preferences, limitations, and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.    Before issuing any shares of a class or series, the preferences, limitations, and relative rights of which are determined by the board of directors under this section, the corporation shall deliver to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of amendment to the articles of incorporation, which are effective without shareholder action, that state:   The domestic entity name of the corporation;    The text of the amendment determining the designations, preferences, limitations, and relative rights of the class or series of shares;    The date the amendment was adopted; and    A statement that the amendment was duly adopted by the board of directors.        History. Source: L. 93: Entire article added, p. 754, § 1, effective July 1, 1994. L. 2002: IP(4) amended, p. 1847, § 108, effective July 1; IP(4) amended, p. 1712, § 108, effective October 1. L. 2003: IP(4) and (4)(a) amended, p. 2316, § 227, effective July 1, 2004.
CO Code § 7-106-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 106 - Shares and Distributions|Part 1 - Shares|§ 7-106-103. Issued and Outstanding Shares

  A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted, or canceled.    The reacquisition, redemption, or conversion of outstanding shares is subject to the limitations contained in subsection (3) of this section and is subject to section 7-106-401.    At all times that shares of the corporation are outstanding, one or more shares that together have unlimited voting rights and one or more shares that together are entitled to receive the net assets of the corporation upon dissolution shall be outstanding.     History. Source: L. 93: Entire article added, p. 754, § 1, effective July 1, 1994.
CO Code § 7-106-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 106 - Shares and Distributions|Part 1 - Shares|§ 7-106-104. Fractional Shares

  A corporation may:   Issue fractions of a share or pay in cash the value of fractions of a share;    Arrange for disposition of fractional shares by the shareholders; or    Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share.       Each certificate representing scrip shall be conspicuously labeled “scrip” and shall contain the information required to be included in a share certificate by sections 7-106-206 (2)(a), (2)(c), and (4) and 7-106-208 (2).    The holder of a fractional share is entitled to exercise the rights of a shareholder, including the right to vote, to receive dividends, and to participate in the assets of the corporation upon liquidation. The holder of scrip is not entitled to any of these rights unless the scrip provides for them.    The board of directors may authorize the issuance of scrip subject to any condition considered desirable, including:   That the scrip will become void if not exchanged for full shares before a stated date; and    That the shares for which the scrip is exchangeable may be sold and the proceeds paid to the scripholders.        History. Source: L. 93: Entire article added, p. 755, § 1, effective July 1, 1994. L. 2003: (4)(a) amended, p. 2316, § 228, effective July 1, 2004.    ANNOTATION   Law reviews. For note, “Discount, Bonus and Watered Stock in Colorado”, see 33 Rocky Mt. L. Rev. 197 (1961).   Annotator's note. Since § 7-106-104 is similar to § 7-4-109 as it existed prior to the 1993 recodification of the “Colorado Business Corporation Act”, articles 101 to 117 of title 7, cases construing that provision and its predecessors have been included in the annotations to this section.   Section held constitutional. No impairment of contractual rights, no denial of due process, and no non-consensual taking of private property of minority stockholders exists where corporate reverse stock split and fractional buyout followed enactment of this section which was embodied in corporation's articles of incorporation. Goldman v. Union Bank and Trust, 765 P.2d 638 (Colo. App. 1988).
CO Code § 7-106-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 106 - Shares and Distributions|Part 1 - Shares|§ 7-106-105. Reverse Split

  Unless otherwise provided in the articles of incorporation, the outstanding shares of a class or series may be reduced to a lesser number of shares by a reverse split made on the terms set forth in this section.    To effect the reverse split, each outstanding share of the class or series shall be divided by the same divisor as is every other such share.    Each share of the class or series shall have, after the reverse split, such par value, if any, as may be stated in the articles of incorporation.    If the articles of incorporation are to be amended in connection with the reverse split, whether to change the number of authorized shares of such class or series or the par value, if any, of the shares of such class or series or for any other reason, such amendment shall be effected pursuant to article 110 of this title.    In lieu of issuing fractional shares upon such reverse split, the corporation may take any of the actions provided for in section 7-106-104.    For the reverse split to be effected:   The board of directors shall recommend the reverse split to the holders of shares of the class or series that is to be reverse split and to each other voting group that is entitled, by reason of any provision in the articles of incorporation, to vote on the reverse split, 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 submission of the reverse split; and    The holders of shares of the class or series that is to be reverse split, and each other voting group that is entitled, by reason of any provision in the articles of incorporation, to vote on the reverse split, shall approve the reverse split.       The board of directors may condition the effectiveness of the reverse split on any basis.    The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the reverse split, of the shareholders' meeting at which the reverse split 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 reverse split, and the notice shall contain or be accompanied by a copy or a summary of the reverse split.    Unless articles 101 to 117 of this title, the articles of incorporation, bylaws adopted by the shareholders, or the proposing board of directors require a greater vote, the reverse split shall be approved by the votes required by sections 7-107-206 and 7-107-207 by every voting group entitled to vote on the reverse split.     History. Source: L. 96: Entire section added, p. 1314, § 14, effective June 1.
CO Code § 7-106-204 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 106 - Shares and Distributions|Part 2 - Issuance of Shares|§ 7-106-204. Share Dividends

  Unless otherwise provided in the articles of incorporation, shares may be issued pro rata and without consideration to the shareholders or to the shareholders of one or more classes or series of its shares. An issuance of shares pursuant to this subsection (1) is a share dividend.    Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless:   The articles of incorporation so authorize;    Such issuance is approved by a majority of the votes entitled to be cast by the class or series to be issued; or    There are no outstanding shares of the class or series to be issued.       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 share dividend. If no future record date is so fixed, the record date is the date the board of directors authorizes the share dividend.     History. Source: L. 93: Entire article added, p. 757, § 1, effective July 1, 1994.    ANNOTATION   Law reviews. For article, “Corporate Dividend Limitations”, see 27 Dicta 99 (1950). For note, “Surpluses Which May Be Used For Paying Dividends under the New Colorado Corporation Act”, see 31 Rocky Mt. L. Rev. 49 (1958). For article, “1959 Amendments to the Colorado Corporation Code”, see 36 Dicta 489 (1959). For article, “Depreciation Policy and Its Effect in Determining Earnings Available for Dividends”, see 36 U. Colo. L. Rev. 143 (1963). For article, “Counseling the Corporation In Financial Crisis”, see 17 Colo. Law. 631 (1988). For article, “Counseling the Corporation In Financial Crisis”, see 17 Colo. Law. 631 (1988). For article, “Corporate Director Liability”, see 65 Den. U. L. Rev. 59 (1988).   Annotator's note. Since § 7-106-204 is similar to § 7-5-110 as it existed prior to the 1993 recodification of the “Colorado Business Corporation Act”, articles 101 to 117 of title 7, cases construing that provision and its predecessors have been included in the annotations to this section.   This section does not impose a fiduciary duty within the meaning of 11 U.S.C.A. § 523 (a)(4) of the bankruptcy code. In re Anzman, 73 B.R. 156 (Bankr. D. Colo. 1986 ).   Directors expressly made personally liable to corporation. This section and §§ 7-3-102 and 7-5-114 (1)(d) expressly make directors personally liable to the corporation. Sec. Nat'l Bank v. Peters, Writer & Christensen, Inc., 39 Colo. App. 344, 569 P.2d 875 (1977).   Absolute liability. Liability under this section and §§ 7-3-102 and 7-5-114 (1)(d) is absolute. Sec. Nat'l Bank v. Peters, Writer & Christensen, Inc., 39 Colo. App. 344, 569 P.2d 875 (1977).   A showing of fraud is not required to impose liability under this section and §§ 7-3-102 and 7-5-114 (1)(d) . Sec. Nat'l Bank v. Peters, Writer & Christensen, Inc., 39 Colo. App. 344, 569 P.2d 875 (1977).
CO Code § 7-106-205 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 106 - Shares and Distributions|Part 2 - Issuance of Shares|§ 7-106-205. Share Options and Other Rights - Definitions

  For purposes of this section:   “Rights” means rights, options, warrants, or convertible securities entitling the holders thereof to purchase, receive, or acquire shares or fractions of shares of the corporation or assets or debts or other obligations of the corporation.    “Significant shareholder” means any person owning, or offering to acquire, directly or indirectly, a number or percentage, as stated by the board of directors, of the outstanding voting shares of a corporation, or any transferee of such person.       A corporation may create and issue rights, except as precluded or limited by provisions contained in the articles of incorporation at the time of such creation or issuance. The board of directors shall determine the terms upon which the rights are issued, their form and content, and the consideration, if any, for which shares or fractions of shares, assets, or debts or other obligations of the corporation are to be issued pursuant to the rights. In the absence of fraud in the transaction, the judgment of the board of directors as to the adequacy of consideration received for such rights shall be conclusive.    Notwithstanding any other provision of articles 101 to 117 of this title, the terms determined by the board of directors pursuant to subsection (2) of this section for rights issued before, on, or after January 1, 1994, to any shareholders, by way of distribution or otherwise, may, without limitation:   Preclude or limit any significant shareholder from exercising, converting, transferring, or receiving rights;    Impose conditions upon the exercise, conversion, transfer, or receipt of rights by any significant shareholder that differ from those imposed on other holders of the same class of rights; or    Provide that, upon exercise or conversion, any significant shareholder shall be entitled to receive securities, obligations, or assets, the terms or nature of which may differ from the securities, obligations, or assets to be received by the other holders of the same class of rights.       Nothing contained in this section shall be construed to effect a change in the fiduciary duties of directors.     History. Source: L. 93: Entire article added, p. 757, § 1, effective July 1, 1994. L. 2003: (1)(b) amended, p. 2317, § 231, effective July 1, 2004.
CO Code § 7-106-207 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 106 - Shares and Distributions|Part 2 - Issuance of Shares|§ 7-106-207. Shares Without Certificates

  Unless otherwise provided by the bylaws, the board of directors may authorize the issuance by the corporation of some or all of the shares of any or all of its classes or series without certificates. The authorization does not affect shares already represented by certificates until they are surrendered to the corporation.    Within a reasonable time after the issuance or transfer of shares without certificates, the corporation shall send to the shareholder a written statement of the information required on certificates by subsections (2) and (4) of section 7-106-206 and section 7-106-208.     History. Source: L. 93: Entire article added, p. 759, § 1, effective July 1, 1994.
CO Code § 7-106-208 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 106 - Shares and Distributions|Part 2 - Issuance of Shares|§ 7-106-208. Restriction on Transfer of Shares and Other Securities

  The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement among shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction became effective unless the holder of such shares acquired such shares with knowledge of the restriction, is a party to the agreement containing the restriction, or voted in favor of the restriction or otherwise consented to the restriction.    A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by section 7-106-207 (2). Unless so noted, a restriction is not enforceable against a person without knowledge of the restriction.    A restriction on the transfer or registration of transfer of shares is authorized:   To maintain the corporation's status when it is dependent on the number or identity of its shareholders;    To preserve entitlements, benefits, or exemptions under federal, state, or local laws; and    For any other reasonable purpose.       A restriction on the transfer or registration of transfer of shares may:   Obligate the shareholder first to offer to the corporation or other persons, separately, consecutively, or simultaneously, an opportunity to acquire the restricted shares;    Obligate the corporation or other persons, separately, consecutively, or simultaneously, to acquire the restricted shares;    Require, as a condition to such a transfer or registration, that any one or more persons, including the corporation or the holders of any of its shares, approve the transfer or registration, if the requirement is not manifestly unreasonable; or    Prohibit the transfer or the registration of a transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.       For purposes of this section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.     History. Source: L. 93: Entire article added, p. 759, § 1, effective July 1, 1994.    ANNOTATION   Law reviews. For article, “A First Refusal Paradigm for Buy-Sell Agreements”, see 24 Colo. Law. 1289 (1995).
CO Code § 7-106-209 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 106 - Shares and Distributions|Part 2 - Issuance of Shares|§ 7-106-209. Expense of Issue

 A corporation may pay the expenses of selling or underwriting its shares, and of incorporating, organizing, or reorganizing the corporation, from the consideration received for shares.   History. Source: L. 93: Entire article added, p. 760, § 1, effective July 1, 1994.