reglab/housing_qa huggingface dataset:
CO Code § 7-109-108 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 109 - Indemnification|§ 7-109-108. Insurance

 A corporation may purchase and maintain insurance on behalf of a person who is or was a director, officer, employee, fiduciary, or agent of the corporation, or who, while a director, officer, employee, fiduciary, or agent of the corporation, is or was serving at the request of the corporation as a director, officer, agent, associate, employee, fiduciary, manager, member, partner, promoter, or trustee of, or in any other capacity with, another person or an employee benefit plan, against liability asserted against or incurred by the person in that capacity or arising from the person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have power to indemnify the person against the same liability under section 7-109-102 , 7-109-103 , or 7-109-107 . Any such insurance may be procured from any insurance company designated by the board of directors, whether the insurance company is formed under the law of this state or any other jurisdiction of the United States or elsewhere, including any insurance company in which the corporation has an equity or any other interest through stock ownership or otherwise.   History. Source: L. 93: Entire article added, p. 793, § 1, effective July 1, 1994. L. 2003: Entire section amended, p. 2320, § 247, effective July 1, 2004. L. 2004: Entire section amended, p. 1501, § 268, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1941, § 44, effective July 1, 2020.
CO Code § 7-109-109 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 109 - Indemnification|§ 7-109-109. Variation by Corporate Action

  A corporation may, by a provision in its articles of incorporation or bylaws or in a resolution adopted or a contract approved by its board of directors or shareholders, obligate itself in advance of the act or omission giving rise to a proceeding to provide indemnification in accordance with section 7-109-102 or advance funds to pay for or reimburse expenses in accordance with section 7-109-104. Such an obligatory provision:   Satisfies the requirements for authorization, but not determination, referred to in section 7-109-106.    That obligates the corporation to provide indemnification to the fullest extent permitted by law obligates the corporation to advance funds to pay for or reimburse expenses in accordance with section 7-109-104 to the fullest extent permitted by law, unless the provision specifically provides otherwise.       A right of indemnification or to advances of expenses created by this article 109 or under subsection (1) of this section and in effect at the time of an act or omission must not be eliminated or impaired with respect to the act or omission by an amendment of the articles of incorporation or bylaws or a resolution of the board of directors or shareholders, adopted after the occurrence of the act or omission, unless, in the case of a right created under subsection (1) of this section, the provision creating the right and in effect at the time of the act or omission explicitly authorizes the elimination or impairment after the act or omission has occurred.    A provision specified in subsection (1) of this section does not obligate the corporation to indemnify or advance expenses to a director of a predecessor of the corporation pertaining to conduct with respect to the predecessor, unless otherwise specifically provided. A provision for indemnification or an advance of expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, is governed by section 7-90-204 (1).    Subject to subsection (2) of this section, a corporation may, by a provision in its articles of incorporation, limit any of the rights to indemnification or an advance of expenses created by or pursuant to this article 109.    Sections 7-109-101 to 7-109-108 do not limit a corporation's power to pay or reimburse expenses incurred by a director in connection with an appearance as a witness in a proceeding at a time when the director has not been made a named defendant or respondent in the proceeding.     History. Source: L. 93: Entire article added, p. 794, § 1, effective July 1, 1994. L. 2004: (2) amended, p. 1502, § 269, effective July 1. L. 2019: Entire section R&RE, (SB 19-086), ch. 166, p. 1941, § 45, effective July 1, 2020.
CO Code § 7-109-110 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 109 - Indemnification|§ 7-109-110. Notice to Shareholders of Indemnification of Director

 If a corporation indemnifies or advances expenses to a director under this article 109 in connection with a proceeding by or in the right of the corporation, the corporation shall give notice of the indemnification or advance to the shareholders with or before the notice of the next shareholders' meeting. If the next shareholder action is taken without a meeting at the instigation of the board of directors, the corporation shall give the notice to the shareholders at or before the time the first shareholder signs a document consenting to the action.   History. Source: L. 93: Entire article added, p. 794, § 1, effective July 1, 1994. L. 2021: Entire section amended,(HB 21-1124), ch. 41, p. 170, § 22, effective April 19.    Editor's note:   Section 32 of chapter 41 (HB 21-1124), Session Laws of Colorado 2021, provides that the act changing this section applies to conduct occurring on or after April 19, 2021.
CO Code § 7-109-111 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 109 - Indemnification|§ 7-109-111. Exclusivity

 A corporation may provide indemnification or an advance of expenses to a director or an officer only as permitted by this article 109.   History. Source: L. 2019: Entire section added, (SB 19-086), ch. 166, p. 1942, § 46, effective July 1, 2020.
CO Code § 7-111-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 111 - Merger, Share Exchange, and Redomestication|§ 7-111-101. Merger of Domestic Corporation

 One or more domestic corporations may merge with any other entity pursuant to section 7-90-203 .   History. Source: L. 93: Entire article added, p. 801, § 1, effective July 1, 1994. L. 2003: IP(2), (2)(a), (2)(b), (2)(c), and (3) amended, p. 2322, § 254, effective July 1, 2004. L. 2007: Entire section amended, p. 245, § 43, effective May 29. L. 2019: Entire section amended,(SB 19-086), ch. 166, p. 1942, § 47, effective July 1, 2020.    ANNOTATION   Law reviews. For article, “The New Colorado Corporation Act”, see 35 Dicta 317 (1958). For article, “The 1985 Proposed Revisions to the Colorado Corporation Code”, see 14 Colo. Law. 34 (1985). For article, “1985 Amendments to the Colorado Corporation Code”, see 14 Colo. Law. 2173 (1985).   Annotator's note. Since § 7-111-101 is similar to § 7-7-101 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.   A corporate merger may be proved by one who of his own knowledge is acquainted with the facts. Martinez v. People, 177 Colo. 272 , 493 P.2d 1350 (1972).
CO Code § 7-111-101.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 111 - Merger, Share Exchange, and Redomestication|§ 7-111-101.5. Conversion of Domestic Corporation

 A domestic corporation may convert into any form of entity pursuant to section 7-90-201 .   History. Source: L. 2007: Entire section added, p. 245, § 44, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1943, § 48, effective July 1, 2020.
CO Code § 7-111-102 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 111 - Merger, Share Exchange, and Redomestication|§ 7-111-102. Owners' Interest Exchange Involving Domestic Corporation

 A domestic corporation may be party to an exchange of owners' interests with any other entity pursuant to section 7-90-203.1 .   History. Source: L. 93: Entire article added, p. 801, § 1, effective July 1, 1994. L. 2003: IP(2), (2)(a), and (3) amended, p. 2323, § 255, effective July 1, 2004. L. 2004: (1) amended, p. 1503, § 273, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1943, § 49, effective July 1, 2020.
CO Code § 7-111-106.5 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 111 - Merger, Share Exchange, and Redomestication|§ 7-111-106.5. Merger With Foreign Entity

  One or more domestic corporations may merge with one or more foreign entities if:   The merger is permitted by section 7-90-203 (2);    The foreign entity complies with section 7-90-203.7 if it is the surviving entity of the merger; and    Each domestic corporation complies with the applicable provisions of sections 7-111-101 to 7-111-104 and, if it is the surviving corporation of the merger, with section 7-90-203.7.       Upon the merger taking effect, the surviving foreign entity of a merger shall comply with section 7-90-204.5.     History. Source: L. 2007: Entire section added, p. 247, § 48, effective May 29. L. 2019: (1)(c) amended, (SB 19-086), ch. 166, p. 1946, § 54, effective July 1, 2020.
CO Code § 7-112-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 112 - Sale of Property|§ 7-112-101. Sale or Mortgage of Property Without Shareholder Approval

  A corporation may, as authorized by its bylaws or by the board of directors:   Sell, lease, exchange, or otherwise dispose of any or all of its property in the usual and regular course of business;    Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business; or    Transfer any or all of its property to a domestic corporation all the shares of which are owned, directly or indirectly, by the corporation.       Unless otherwise provided in the articles of incorporation, approval by the shareholders of a transaction described in subsection (1) of this section is not required.     History. Source: L. 93: Entire article added, p. 811, § 1, effective July 1, 1994. L. 96: IP(1) amended, p. 1321, § 29, effective June 1.
CO Code § 7-115-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 115 - Foreign Corporations|§ 7-115-101. 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 corporations.   History. Source: L. 2003: Entire article R&RE, p. 2330, § 272, effective July 1, 2004.
CO Code § 7-116-107 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 116 - Records, Information, and Reports|§ 7-116-107. Periodic Report to Secretary of State

 Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to domestic corporations and applies to foreign corporations that are authorized to transact business or conduct activities in this state.   History. Source: L. 93: Entire article added, p. 847, § 1, effective July 1, 1994. L. 96: (1)(c) amended, p. 1328, § 49, effective June 1. L. 2000: Entire section R&RE, p. 981, § 73, effective July 1. L. 2003: Entire section amended, p. 2331, § 276, effective July 1, 2004. L. 2004: Entire section amended, p. 1508, § 287, effective July 1. L. 2010: Entire section amended,(HB 10-1403), ch. 404, p. 2000, § 26, effective August 11.    ANNOTATION   Law reviews. For article, “The New Colorado Corporation Act”, see 35 Dicta 317 (1958). For article, “The 1985 Proposed Revisions to the Colorado Corporation Code”, see 14 Colo. Law. 34 (1985). For article, “1985 Amendments to the Colorado Corporation Code”, see 14 Colo. Law. 2173 (1985).   Annotator's note. Since § 7-116-107 is similar to § 7-116-107 as it existed prior its 2000 repeal and reenactment and former § 7-116-107 is similar to § 7-10-101 as it existed prior to the 1993 recodification of the “Colorado Business Corporation Act”, articles 101 to 117 of title 7, relevant cases construing those provisions have been included in the annotations to this section.   This section is mandatory. Colo. Fuel Co. v. Lenhart, 6 Colo. App. 511, 41 P. 834 (1895).   Thus a corporation whether it did any business during the year or not, must make the annual report required by this section. Bradford v. Gulley, 10 Colo. App. 146, 50 P. 314 (1897).   Report failing to give company's condition is insufficient. The annual report of a corporation which fails to give the financial and other conditions of the company at the date of filing the report, as required by subsection (1), is wholly insufficient. Bergren v. Valentine Hdwe. Co, 88 Colo. 52 , 291 P. 1038 (1930).   Which invalidates the report. The failure to state in the report the amount of the indebtedness of the corporation at the date of the report and whether or not it was engaged in the active operation of its business within the state invalidates the report. Int'l State Bank v. McGlashan, 71 Colo. 72 , 204 P. 480 (1922).   And makes it a mere nullity. The annual report of a corporation making no reference to the condition of its properties or finances as required by this section is a mere nullity. Moody v. Rhodes Ranch Egg Co., 61 Colo. 368 , 157 P. 1167 (1916); Bergren v. Valentine Hdwe. Co., 88 Colo. 52 , 291 P. 1038 (1930).
CO Code § 7-117-102 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 117 - Transition Provisions|§ 7-117-102. Application to Foreign Corporations

 A foreign corporation authorized to transact business or conduct activities in this state on June 30, 1994, is subject to articles 101 to 117 of this title but is not required to obtain new authorization to transact business or conduct activities under said articles.   History. Source: L. 93: Entire article added, p. 852, § 1, effective July 1, 1994. L. 2003: Entire section amended, p. 2332, § 278, effective July 1, 2004.    ANNOTATION   Annotator's note. Since § 7-117-102 is similar to § 7-9-102 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.   Applied in McHugh v. Ficor, Inc., 43 Colo. App. 409, 611 P.2d 578 (1979), aff'd, 639 P.2d 385 (Colo. 1982).
CO Code § 7-117-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 117 - Transition Provisions|§ 7-117-103. Saving Provisions

  Except as provided in subsection (2) of this section, the repeal of any provision of the “Colorado Corporation Code”, articles 1 to 10 of this title, does not affect:   The operation of the statute, or any action taken under it, before its repeal;    Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the provision before its repeal;    Any violation of the provision, or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal; or    Any proceeding, reorganization, or dissolution commenced under the provision before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the provision as if it had not been repealed.       If a penalty or punishment imposed for violation of any provision of the “Colorado Corporation Code”, articles 1 to 10 of this title, is reduced by articles 101 to 117 of this title, the penalty or punishment, if not already imposed, shall be imposed in accordance with said articles 101 to 117.     History. Source: L. 93: Entire article added, p. 853, § 1, effective July 1, 1994.    ANNOTATION   Claim for statutory penalty for refusal to permit stockholders to inspect corporate records was properly dismissed. The Colorado Business Corporations Act no longer has such a penalty. Hill v. Behrmann, 911 P.2d 679 (Colo. App. 1995).
CO Code § 7-117-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 117 - Transition Provisions|§ 7-117-104. Severability

 If any provision of articles 101 to 117 of this title or its application to any person or circumstance is held invalid by a court of competent jurisdiction, the invalidity does not affect other provisions or applications of said articles that can be given effect without the invalid provision or application, and to this end the provisions of said articles are severable.   History. Source: L. 93: Entire article added, p. 853, § 1, effective July 1, 1994.
CO Code § 7-117-105 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 117 - Transition Provisions|§ 7-117-105. Effective Date

 Articles 101 to 117 of this title are effective July 1, 1994.   History. Source: L. 93: Entire article added, p. 853, § 1, effective July 1, 1994.
CO Code § 7-122-101 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 122 - Incorporation|§ 7-122-101. Incorporators

 One or more persons may act as the incorporator or incorporators of a nonprofit 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 eighteen years of age or older.   History. Source: L. 97: Entire article added, p. 660, § 3, effective July 1, 1998. L. 2002: Entire section amended, p. 1854, § 132, effective July 1; entire section amended, p. 1719, § 133, effective October 1. L. 2004: Entire section amended, p. 1510, § 291, effective July 1.
CO Code § 7-122-102 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 122 - Incorporation|§ 7-122-102. Articles of Incorporation

  The articles of incorporation shall state:   The domestic entity name for the nonprofit corporation, which domestic entity name shall comply with part 6 of article 90 of this title;    The registered agent name and registered agent address of the nonprofit corporation's initial registered agent;    The principal office address of the nonprofit corporation's initial principal office;    The true name and mailing address of each incorporator;    Whether or not the nonprofit corporation will have voting members; and    Repealed.    Provisions not inconsistent with law regarding the distribution of assets on dissolution.       The articles of incorporation may but need not state:   The names and addresses of the individuals who are elected to serve as the initial directors;    Provisions not inconsistent with law regarding:   The purpose or purposes for which the nonprofit corporation is incorporated;    Managing and regulating the affairs of the nonprofit corporation;    Defining, limiting, and regulating the powers of the nonprofit corporation, its board of directors, and its members, or any class of members; and    Whether cumulative voting will be permitted;       Any provision that under articles 121 to 137 of this title is required or permitted to be stated in the bylaws;    The characteristics, qualifications, rights, limitations, and obligations attaching to each or any class of members.       The articles of incorporation need not state any of the corporate powers enumerated in articles 121 to 137 of this title.    If articles 121 to 137 of this title condition any matter upon the presence of a provision in the bylaws, the condition is satisfied if such provision is present either in the articles of incorporation or the bylaws. If articles 121 to 137 of this title condition any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws.     History. Source: L. 97: Entire article added, p. 660, § 3, effective July 1, 1998. L. 2000: (1)(a) amended, p. 982, § 78, effective July 1. L. 2002: (1)(f) repealed p. 1854, § 133, effective July 1; (1)(f) repealed, p. 1719, § 134, effective October 1. L. 2003: IP(1), (1)(a), (1)(b), (1)(c), IP(2), (2)(c), and (3) amended, p. 2335, § 283, effective July 1, 2004. L. 2004: (1)(d) and (2)(a) amended, p. 1510, § 292, effective July 1. L. 2006: (2)(a) amended, p. 881, § 79, effective July 1.    ANNOTATION   Law reviews. For article, “Corporate Director Liability”, see 65 Den. U. L. Rev. 59 (1988). For article, “1988 Update on Colorado Tort Reform Legislation -- Part II”, see 17 Colo. Law. 1949 (1988).
CO Code § 7-122-103 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 122 - Incorporation|§ 7-122-103. Incorporation

  A nonprofit corporation is incorporated when the articles of incorporation are filed by the secretary of state or, if a delayed effective date is stated pursuant to section 7-90-304 in the articles of incorporation as filed by the secretary of state and if a statement of change revoking the articles of incorporation is not filed before such effective date, on such delayed effective date. The corporate existence begins upon incorporation.    The secretary of state's filing of the articles of incorporation is conclusive that all conditions precedent to incorporation have been met.     History. Source: L. 97: Entire article added, p. 661, § 3, effective July 1, 1998. L. 2002: (1) amended, p. 1859, § 159, effective July 1; (1) amended, pp. 1719, 1724, §§ 135, 158, effective October 1. L. 2003: (1) amended, p. 2336, § 284, effective July 1, 2004. L. 2004: (1) amended, p. 1510, § 293, effective July 1.    ANNOTATION   Action filed by nonexistent corporation is a nullity. A nonprofit corporation's lawsuit is void ab initio when it was filed after the secretary of state rejected the corporation's articles of incorporation but before the secretary of state accepted and filed amended articles. Black Canyon Citizens Coalition, Inc. v. Bd. of County Comm'rs of Montrose County, 80 P.3d 932 (Colo. App. 2003).
CO Code § 7-122-104 (2021)
2021 Colorado Code|Title 7 - Corporations and Associations|Article 122 - Incorporation|§ 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.   History. Source: L. 97: Entire article added, p. 661, § 3, effective July 1, 1998.    ANNOTATION   Annotator's note. Since § 7-122-104 is similar to § 7-20-106 as it existed prior to the 1997 recodification of the “Colorado Revised Nonprofit Corporation Act”, articles 121 to 137 of title 7, a case construing that provision has been included in the annotations to this section.   Directors of dissolved corporation were not statutorily liable for negligent acts of employee where the directors had no knowledge of the dissolved status of the corporation at the time of plaintiff's accident. Sims v. Ottenhoff, 879 P.2d 436 (Colo. App. 1994).