2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS - CONTINUED (§§ 7-101-101 — 7-137-301) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 113 - APPRAISAL RIGHTS (§§ 7-113-101 — 7-113-401) › Part 3 - JUDICIAL APPRAISAL OF SHARES (§§ 7-113-301 — 7-113-302) › Section 7-113-301 - Court action

(1)
If a demand for payment under section
7-113-207
remains unresolved, the corporation shall commence a proceeding within sixty days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the sixty-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to section
7-113-207
plus interest.
(2)
The corporation shall commence the proceeding described in subsection (1) of this section in:
(a)
The district court for the county in this state in which the street address of the corporation's principal office is located;
(b)
The district court for the county in which the street address of its registered agent is located if the corporation has no principal office in this state; or
(c)
The district court for the city and county of Denver if the corporation has no registered agent; except that, if the corporation is a foreign corporation without a registered agent, the corporation shall commence the proceeding in the county in this state where the principal office or registered office of the domestic corporation that merged with the foreign corporation was located at the time of the merger.
(3)
(a)
The corporation shall:
(I)
Make all shareholders whose demands remain unresolved, whether or not residents of this state, parties to the proceeding as in an action against their shares; and
(II)
Serve all parties with a copy of the petition.
(b)
Service on each shareholder demanding appraisal rights must be by registered or certified mail or by electronic transmission to the address stated in the shareholder's payment demand or, if no such address is stated in the payment demand, to the address shown on the corporation's current record of shareholders for the shareholder holding the shares as to which appraisal rights are demanded, or as provided by law.
(4)
The jurisdiction of the court in which the proceeding is commenced under subsection (2) of this section is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers have the powers described in the order appointing them or in any amendment to the order. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There is no right to a jury trial.
(5)
Each shareholder made a party to the proceeding commenced under subsection (2) of this section is entitled to judgment:
(a)
For the amount, if any, by which the court finds the fair value of the shareholder's shares, plus interest, exceeds the amount paid by the corporation for the shares; or
(b)
For the fair value, plus interest, of the shareholder's shares for which the corporation elected to withhold payment under section
7-113-206
.
Amended by 2021 Ch. 41, § 27, eff. 4/19/2021.
Amended by 2019 Ch. 166, § 56, eff. 7/1/2020.
L. 2019: Entire article R&RE, (SB 19-086), ch. 1958, p. 1958, § 56, effective 7/1/2020.
(1) This section is similar to former § 7-113-301 as it existed prior to July 1, 2020.
(2) 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.