2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › ASSOCIATIONS (§§ 7-55-101 — 7-58-1704) › Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901) › Part 6 - PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES (§§ 7-56-601 — 7-56-610) › Section 7-56-607 - Consolidation or share or equity capital exchange with foreign business

(1)
One or more domestic cooperatives may consolidate or enter into a share or equity capital exchange with one or more foreign entities if:
(a)
In a consolidation, the consolidation is permitted by the law of the jurisdiction under which each foreign entity is formed and each foreign entity complies with that law in effecting the consolidation;
(b)
In a share or equity capital exchange, the cooperative whose shares or equity will be acquired is a domestic or foreign cooperative, and if a share or equity capital exchange is permitted by the law of the jurisdiction under the law of which the acquiring entity is formed;
(c)
The foreign entity complies with the provisions of section
7-56-605
if it is the surviving or new entity in a consolidation or acquiring entity in a share or equity capital exchange; and
(d)
The foreign entity is the surviving entity in the consolidation or the acquiring entity of the share or equity capital exchange and it complies with section
7-56-605
.
(1.5)
(Deleted by amendment, L. 2007, p. 222, § 8, effective May 29, 2007.)
(2)
Upon the consolidation or share or equity capital exchange taking effect, the surviving foreign entity of a consolidation and the acquiring foreign entity of a share or equity capital exchange:
(a)
Shall either:
(I)
Appoint a registered agent if the foreign entity has no registered agent and maintain a registered agent pursuant to part 7 of article
90
of this title, whether or not the foreign entity is otherwise subject to that part, to accept service in any proceeding based on a cause of action arising with respect to any domestic entity that is merged into the foreign entity or the ownership interests of which are acquired in a share or equity capital exchange; or
(II)
Be deemed to have authorized service of process on it in connection with any such proceeding by mailing in accordance with section
7-90-704 (2)
; and
(b)
Shall comply with part 8 of article
90
of this title if it is to transact business or conduct activities in this state.
(3)
(Deleted by amendment, L. 2004, p. 1417, § 58, effective July 1, 2004.)
(4)
Subsection (2) of this section does not prescribe the only means, or necessarily the required means, of serving a surviving foreign entity in a consolidation or an acquiring foreign entity in a share or equity capital exchange.
(5)
This section does not limit the power of a foreign entity to acquire all or part of the shares of one or more classes or series of a domestic cooperative through a voluntary exchange of shares or otherwise.
L. 96: Entire article R&RE, p. 516, § 1, effective July 1. L. 2002: (2)(a)(II) amended, p. 1819, § 28, effective July 1; (2)(a)(II) amended, p. 1683, sect; 26, effective October 1. L. 2003: (1)(a), (1)(b), and (2) amended, p. 2231, § 98, effective 7/1/2004. L. 2004: (1)(c), (1)(d), IP(2), (2)(a)(II), (3), and (4) amended and (1.5) added, p. 1417, § 58, effective July 1. L. 2006: (1)(d) amended, p. 1488, § 4, effective June 1. L. 2007: (1), (1.5), and (2)(a)(I) amended, p. 222, § 8, effective May 29.
This section is similar to former §§ 7-55-112, 7-56-108, 7-56-121, and 7-56-126 as they existed prior to 1996.