reglab/statecodes huggingface dataset:
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-80-801 — 7-80-806) › Section 7-80-803 - Effect of dissolution

(1)
A dissolved limited liability company continues its existence as a limited liability company but shall not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:
(a)
Collecting its assets;
(b)
Disposing of its properties that will not be distributed in kind to its members;
(c)
Discharging or making provision for discharging its liabilities;
(d)
Distributing its remaining property among its members; and
(e)
Doing every other act necessary to wind up and liquidate its business and affairs.
(2)
A dissolved limited liability company may dispose of claims against it pursuant to sections
7-90-911
and
7-90-912
.
L. 2003: Entire part R&RE, p. 2269, § 192, effective 7/1/2004. L. 2006: (2) added, p. 863, § 35, effective July 1.
This section is similar to former § 8-80-807 as it existed prior to 2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-80-801 — 7-80-806) › Section 7-80-803.3 - Right to wind up business

(1)
After dissolution, the manager or, if there is no manager, any member may wind up the limited liability company's business, but on application of any member, member's legal representative, or member's assignee or transferee, the district court, for good cause shown, may order judicial supervision of the winding up.
(2)
The legal representative, assignee, or transferee of the last remaining member may wind up the limited liability company's business if the limited liability company dissolves.
(3)
A person winding up a limited liability company's business may preserve the business or property as a going concern for a reasonable time, prosecute and defend actions and proceedings, whether civil, criminal, or administrative, settle disputes, settle and close the limited liability company's business, dispose of and transfer the limited liability company's property, discharge or provide for obligations of the limited liability company, distribute the assets of the limited liability company pursuant to section
7-80-803(1)(d)
, and perform other necessary acts.
L. 2006: Entire section added, p. 863, § 36, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-80-801 — 7-80-806) › Section 7-80-803.5 - Manager's or member's power to bind limited liability company after dissolution

(1)
Subject to section
7-80-802(3)
, a limited liability company is bound by a manager's act or, in the case of a limited liability company, the articles of organization of which provide that management is vested in members, a member's act after dissolution that:
(a)
Is appropriate for winding up the limited liability company's business; or
(b)
Would have bound the limited liability company under section
7-80-405
before dissolution, if the other party to the transaction did not have notice of the dissolution.
L. 2006: Entire section added, p. 863, § 36, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-80-801 — 7-80-806) › Section 7-80-804 - [Repealed]

L. 2003: Entire part R&RE, p. 2269, § 192, effective 7/1/2004. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-80-801 — 7-80-806) › Section 7-80-805 - [Repealed]

L. 2003: Entire part R&RE, p. 2270, § 192, effective 7/1/2004. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 1 - VOLUNTARY DISSOLUTION (§§ 7-80-801 — 7-80-806) › Section 7-80-806 - [Repealed]

L. 2003: Entire part R&RE, p. 2271, § 192, effective 7/1/2004. L. 2006: Entire section repealed, p. 884, § 87, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 2 - ADMINISTRATIVE DISSOLUTION (§§ 7-80-807 — 7-80-808) › Section 7-80-807 - [Repealed]

L. 2003: Entire part R&RE, p. 2271, § 192, effective 7/1/2004. L. 2004: IP(1) amended, p. 1463, § 194, effective July 1. L. 2005: Entire section repealed, p. 1218, § 26, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 2 - ADMINISTRATIVE DISSOLUTION (§§ 7-80-807 — 7-80-808) › Section 7-80-808 - [Repealed]

L. 2003: Entire part R&RE, p. 2272, § 192, effective 7/1/2004. L. 2004: (1) and (2) amended, p. 946, § 22, effective July 1; (1) and (2) amended, p. 1463, § 195, effective July 1. L. 2005: Entire section repealed, p. 1218, § 26, effective October 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 3 - JUDICIAL DISSOLUTION (§§ 7-80-809 — 7-80-813) › Section 7-80-809 - [Repealed]

L. 2003: Entire part R&RE, p. 2272, § 192, effective 7/1/2004. L. 2004: Entire section repealed, p. 1464, § 196, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 3 - JUDICIAL DISSOLUTION (§§ 7-80-809 — 7-80-813) › Section 7-80-810 - Judicial dissolution

(1)
A limited liability company may be dissolved in a proceeding by the attorney general if it is established that:
(a)
The limited liability company obtained its articles of organization through fraud; or
(b)
The limited liability company has continued to exceed or abuse the authority conferred upon it by law.
(2)
A limited liability company may be dissolved in a proceeding by or for a member or manager of the limited liability company if it is established that it is not reasonably practicable to carry on the business of the limited liability company in conformity with the operating agreement of said company.
(3)
A limited liability company may be dissolved in a proceeding by a creditor of the limited liability company if it is established that:
(a)
The creditor's claim has been reduced to judgment, execution upon such judgment has been returned unsatisfied, and the limited liability company is insolvent; or
(b)
The limited liability company is insolvent and the limited liability company has admitted in writing that the creditor's claim is due and owing.
(4)
(a)
If a limited liability company has been dissolved by voluntary action taken under subpart 1 of this part 8:
(I)
The limited liability company may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section
7-80-803
; and
(II)
The attorney general, a member, a manager, or a creditor, as the case may be, may bring a proceeding to wind up and liquidate the business and affairs of the limited liability company under judicial supervision in accordance with section
7-80-803
, upon establishing the grounds set forth for such person, respectively, in subsections (1) to (3) of this section.
(b)
As used in sections
7-80-811
to
7-80-813
, a "judicial proceeding brought to dissolve a limited liability company" includes a proceeding brought under this subsection (4), and a "decree of dissolution" includes an order of court entered in a proceeding under this subsection (4) that directs that the business and affairs of a limited liability company shall be wound up and liquidated under judicial supervision.
L. 2003: Entire part R&RE, p. 2273, § 192, effective 7/1/2004. L. 2004: (4)(b) amended, p. 1464, § 197, effective July 1. L. 2005: IP(4)(a) amended, p. 1219, § 28, effective October 1.
This section is similar to former §
7-80-808
as it existed prior to 2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 3 - JUDICIAL DISSOLUTION (§§ 7-80-809 — 7-80-813) › Section 7-80-811 - Procedure for judicial dissolution

(1)
A judicial proceeding by the attorney general to dissolve a limited liability company shall be brought in the district court for the county in this state in which the street address of the limited liability company's principal office or the street address of its registered agent is located or, if the limited liability company has no principal office in this state and no registered agent, in the district court for the city and county of Denver. A judicial proceeding brought by any other party named in section
7-80-810
to dissolve a limited liability company shall be brought in the district court for the county in this state in which the street address of the limited liability company's principal office is located or, if it has no principal office in this state, in the district court for the county in which the street address of its registered agent is located, or, if the limited liability company has no registered agent, in the district court for the city and county of Denver.
(2)
It is not necessary to make managers or members parties to a judicial proceeding to dissolve a limited liability company unless relief is sought against them individually.
(3)
A court in a judicial proceeding brought to dissolve a limited liability company may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the limited liability company's assets wherever located, and carry on the business of the limited liability company until a full hearing can be held.
L. 2003: Entire part R&RE, p. 2274, § 192, effective 7/1/2004. L. 2004: Entire section amended, p. 1464, § 198, effective July 1. L. 2006: (2) amended, p. 864, § 37, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 3 - JUDICIAL DISSOLUTION (§§ 7-80-809 — 7-80-813) › Section 7-80-812 - Receivership or custodianship

(1)
A court in a judicial proceeding brought to dissolve a limited liability company may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the business and affairs of the limited liability company. The court shall hold a hearing, after giving notice to all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the limited liability company and all of its property, wherever located.
(2)
The court may appoint an individual, a domestic entity, or a foreign entity authorized to transact business or conduct activities in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount the court directs.
(3)
The court shall describe the powers and duties of the receiver or custodian in its appointing order, which may be amended from time to time. Among other powers:
(a)
The receiver:
(I)
May dispose of all or any part of the property of the limited liability company wherever located, at a public or private sale, if authorized by the court; and
(II)
May sue and defend in the receiver's own name as receiver of the limited liability company in all courts; or
(b)
The custodian, with the authority of a manager of a limited liability company, the articles of organization of which provide that it is to be managed by managers, may exercise all of the powers of the limited liability company, through or in place of its managers or members, to the extent necessary to manage the affairs of the limited liability company in the best interests of its members and creditors.
(4)
The court during a receivership may redesignate the receiver a custodian, and during a custodianship may redesignate the custodian a receiver, if doing so is in the best interests of the limited liability company and its members and creditors.
(5)
The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and such person's counsel from the assets of the limited liability company or proceeds from the sale of the assets.
L. 2003: Entire part R&RE, p. 2274, § 192, effective 7/1/2004. L. 2006: (3)(b) amended, p. 864, § 38, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 8 - DISSOLUTION (§§ 7-80-801 — 7-80-813) › Subpart 3 - JUDICIAL DISSOLUTION (§§ 7-80-809 — 7-80-813) › Section 7-80-813 - Decree of dissolution

(1)
If, in a judicial proceeding brought to dissolve a limited liability company, after a hearing the court determines that one or more grounds for judicial dissolution described in section
7-80-810
exist, it may enter a decree dissolving the limited liability company and stating the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state for filing pursuant to part 3 of article
90
of this title.
(2)
After entering the decree of dissolution, the court shall direct the winding up and liquidation of the limited liability company's business and affairs in accordance with section
7-80-803
and the giving of notice to claimants in accordance with sections
7-90-911
and
7-90-912
.
(3)
The court's order or decision may be appealed as in other civil proceedings.
L. 2003: Entire part R&RE, p. 2275, § 192, effective 7/1/2004. L. 2004: (1) and (2) amended, p. 1465, § 199, effective July 1. L. 2006: (2) amended, p. 864, § 39, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 7-80-901 — 7-80-902) › Section 7-80-901 - Foreign limited liability companies

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 limited liability companies.
L. 2003: Entire part R&RE, p. 2275, § 193, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 9 - FOREIGN LIMITED LIABILITY COMPANIES (§§ 7-80-901 — 7-80-902) › Section 7-80-902 - Registered agent - service of process

Part 7 of article
90
of this title, providing for registered agents and service of process, applies to foreign limited liability companies.
L. 2003: Entire part R&RE, p. 2275, § 193, effective 7/1/2004.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 10 - [Repealed] MERGER AND CONVERSION (§ 7-80-1001) › Section 7-80-1001 - to 7-80-1007 - [Repealed]

(1) This part 10 was added in 1994.
(2) Section 7-80-1007 provided for the repeal of this part, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Article 80 - LIMITED LIABILITY COMPANIES (§§ 7-80-101 — 7-80-1101) › Part 11 - APPLICABILITY OF ARTICLE (§ 7-80-1101) › Section 7-80-1101 - Application to limited liability companies formed prior to July 1, 1994

(1)
A limited liability company formed under this article prior to July 1, 1994, shall be governed by the provisions of this article.
(2)
(Deleted by amendment, L. 2004, p. 1465, § 200, effective July 1, 2004.)
L. 94: Entire part added, p. 725, § 34, effective July 1. L. 2004: Entire section amended, p. 1465, § 200, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 1 - DEFINITIONS AND APPLICATION - SPECIAL RULES (§§ 7-90-101 — 7-90-107) › Section 7-90-101 - Short title

This article shall be known and may be cited as the "Colorado Corporations and Associations Act".
L. 97: Entire article added, p. 1506, § 21, effective June 3.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 1 - DEFINITIONS AND APPLICATION - SPECIAL RULES (§§ 7-90-101 — 7-90-107) › Section 7-90-102.5 - Relationship between constituent documents and organic statutes

For purposes of this article, the constituent documents of an entity shall govern to the extent not inconsistent with any provision of the organic statutes that may not be waived by the constituent documents of the entity.
L. 2000: Entire section added, p. 966, § 45, effective July 1. L. 2004: Entire section amended, p. 1470, § 202, effective July 1.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 1 - DEFINITIONS AND APPLICATION - SPECIAL RULES (§§ 7-90-101 — 7-90-107) › Section 7-90-103 - Reservation of power to amend or repeal

The general assembly has the power to amend or repeal all or part of this article at any time, and all entities subject to said article shall be governed by the amendment or repeal.
L. 97: Entire article added, p. 1510, § 21, effective June 3.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 1 - DEFINITIONS AND APPLICATION - SPECIAL RULES (§§ 7-90-101 — 7-90-107) › Section 7-90-104 - Nonapplication of uniform commercial code to owner's interest

Subsections (d) to (f) of section
4-9-406
and section
4-9-408
, C.R.S., do not apply to the assignment or the transfer of, or the creation of a security interest in, an owner's interest.
Amended by 2016 Ch. 119,§ 3, eff. 8/10/2016.
L. 2006: Entire section added, p. 866, § 41, effective July 1; entire section amended, p. 1521, § 89, effective July 1. L. 2016: Entire section amended, (HB 16-1270), ch. 119, p. 340, § 3, effective August 10.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 1 - DEFINITIONS AND APPLICATION - SPECIAL RULES (§§ 7-90-101 — 7-90-107) › Section 7-90-106 - Relation to electronic signatures in global and national commerce act

This article 90 modifies, limits, or supersedes the federal "Electronic Signatures in Global and National Commerce Act",
15 U.S.C. sec. 7001
et seq., but does not modify, limit, or supersede section 101 (c) of that act,
15 U.S.C. sec. 7001(c)
, or authorize electronic delivery of any of the notices described in section 103 (b) of that act,
15 U.S.C. sec. 7003(b)
.
Amended by 2021 Ch. 41,§ 3, eff. 4/19/2021.
Section 32 of chapter 41 (HB 21-1124), Session Laws of Colorado 2021, provides that the act adding this section applies to conduct occurring on or after April 19, 2021.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-201 - Conversion of an entity

(1)
Pursuant to a plan of conversion that complies with section
7-90-201.3
and is approved in accordance with section
7-90-201.4
:
(a)
A domestic entity of one form may convert into any other form of domestic entity.
(b)
A domestic entity may convert into any form of foreign entity recognized in the jurisdiction under the law of which the entity will be considered to have been formed after the conversion.
(2)
A foreign entity may convert into a domestic entity if the conversion is not prohibited by the constituent documents or organic statutes of the foreign entity and if the foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the conversion.
Amended by 2019 Ch. 166, § 2, eff. 7/1/2020.
L. 2000: Entire part R&RE, p. 966, § 46, effective July 1. L. 2002: IP(5) amended, p. 1838, § 88, effective July 1; IP(5) amended, p. 1702, § 86, effective October 1. L. 2003: (1), (2), (3), (4)(a), (4)(c)(II), (5), and (6) amended, p. 2285, § 195, effective 7/1/2004. L. 2004: (2), (3), (4), (5), and (6) amended and (5.5) added, p. 1470, § 203, effective July 1. L. 2005: (1) and (5.5) amended, p. 1206, § 5, effective October 1. L. 2006: (2), (4)(b), (4)(c)(III), (4)(c)(IV), IP(5), (5)(b), and (5.5) amended and (4)(c)(III.3), (4)(c)(III.7), and (5.3) added, pp. 866, 868, §§ 42, 43, effective July 1. L. 2007: Entire section amended, p. 229, § 21, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 1911, p. 1911, § 2, effective 7/1/2020.
This section is similar to former § 7-90-201 as it existed prior to 2000.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-201.3 - Plan of conversion

(1)
A plan of conversion must state:
(a)
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;
(b)
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;
(c)
The terms and conditions of the conversion, including the manner and basis of changing the owner's interests of the converting entity into owner's interests or obligations of the resulting entity or into money or other property in whole or in part.
Amended by 2022 Ch. 80,§1, eff. 8/10/2022.
Amended by 2019 Ch. 166,§3, eff. 7/1/2020.
L. 2007: Entire section added, p. 232, § 22, effective May 29.
Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.
2022 Ch. 80, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-201.4 - Approval of plan of conversion

(1)
In the case of domestic entities described in this subsection (1), the plan of conversion must be approved:
(a)
In the case of a corporation, as provided in section
7-111-103
;
(b)
In the case of a nonprofit corporation, as provided in section
7-131-102
;
(c)
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
(d)
In the case of a cooperative formed under article
55
of this title 7, as provided in section
7-55-112
.
(2)
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:
(a)
If the primary constituent documents expressly provide for the approval of the plan of conversion, it must be approved in accordance with those provisions.
(b)
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.
(c)
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.
(d)
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.
(3)
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.
(4)
Nothing in this section permits a primary constituent document to contain any provision proscribed by the organic statutes.
Amended by 2019 Ch. 166,§ 4, eff. 7/1/2020.
L. 2007: Entire section added, p. 232, § 22, effective May 29.
Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-202 - Effect of conversion - entity unchanged

(1)
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.
(2)
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.
(3)
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.
(4)
The resulting entity is the same entity as the converting entity.
Amended by 2019 Ch. 166, § 6, eff. 7/1/2020.
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. 1913, p. 1913, § 6, effective 7/1/2020.
This section is similar to former § 7-90-202 as it existed prior to 2000.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-203 - Merger of entities

(1)
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
.
(2)
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:
(a)
The merger is not prohibited by the constituent documents or organic statutes of each foreign entity;
(b)
Each foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the merger; and
(c)
Any foreign entity that is the surviving entity of the merger complies with section
7-90-204.5
.
(3) to (7)
(Deleted by amendment, L. 2007, p. 235, § 23, effective May 29, 2007.)
Amended by 2019 Ch. 166, § 7, eff. 7/1/2020.
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 7/1/2004. 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. 1914, p. 1914, § 7, effective 7/1/2020.
This section is similar to former § 7-90-203 as it existed prior to 2000.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-203.1 - Exchange of owner's interest

(1)
One or more domestic entities may acquire all owner's interests of any other entity or all of one or more classes, series, or types, in exchange for owner's interests or other securities, obligations, rights to acquire owner's 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
.
(2)
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:
(a)
The exchange is not prohibited by the constituent documents or organic statutes of the foreign entity;
(b)
The foreign entity complies with all of the requirements, if any, of its constituent documents and organic statutes in effecting the exchange; and
(c)
Any foreign entity that is the acquiring entity in the exchange complies with section
7-90-204.5
.
(3)
This section does not limit the power of a domestic entity to acquire the owner's interests of any other entity in a transaction other than an exchange.
Amended by 2022 Ch. 80, § 2, eff. 8/10/2022.
L. 2019: Entire section added, (SB 19-086), ch. 1914, p. 1914, § 8, effective 7/1/2020.
Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act adding this section applies to conduct occurring on or after July 1, 2020.
2022 Ch. 80, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-203.3 - Plan of merger - plan of exchange

(1)
A plan of merger must state:
(a)
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;
(b)
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;
(c)
The terms and conditions of the merger, including the manner and basis of changing the owner's interests of each merging entity into owner's interests or obligations of the surviving entity or into money or other property in whole or in part; and
(d)
Any amendments to the constituent documents of the surviving entity to be effected by the merger.
(2)
(a)
A plan of exchange must state:
(I)
The entity name of each party to the exchange;
(II)
The terms and conditions of the exchange; and
(III)
The manner and basis of exchanging the owner's interests to be acquired.
(b)
The plan of exchange may state other provisions relating to the exchange.
Amended by 2022 Ch. 80,§3, eff. 8/10/2022.
Amended by 2019 Ch. 166,§9, eff. 7/1/2020.
L. 2007: Entire section added, p. 238, § 24, effective May 29.
Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.
2022 Ch. 80, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-203.8 - Statement of owner's interest exchange

(1)
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:
(a)
The entity name of each entity whose owner's interests will be acquired, and the principal office address of its principal office;
(b)
The entity name of the acquiring entity and the principal office address of its principal office; and
(c)
A statement that the acquiring entity acquires owner's interest of the other entity or entities.
Amended by 2022 Ch. 80, § 4, eff. 8/10/2022.
Amended by 2020 Ch. 216, § 7, eff. 6/30/2020.
Renumbered from C.R.S. §
7-111-105
(1) and amended by 2019 Ch. 166, § 12, eff. 7/1/2020.
L. 93: Entire article added, p. 805, § 1, effective 7/1/1994. L. 2002: IP(1) amended, p. 1849, § 119, effective July 1; IP(1) amended, p. 1714, § 119, effective October 1. L. 2003: (1), (2), and (3) amended, p. 2324, § 258, effective 7/1/2004. L. 2004: (1) amended, p. 1503, § 275, effective July 1. L. 2006: (1)(b) amended, p. 880, § 73, effective July 1.
This section is similar to former § 7-111-105 (1) as it existed prior to July 1, 2020.
2022 Ch. 80, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-204.3 - Effect of an exchange

When an exchange takes effect, the owner's interests of each acquired entity are exchanged as provided in the plan, and the former holders of the owner's 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.
Amended by 2022 Ch. 80, § 5, eff. 8/10/2022.
Renumbered from C.R.S. §
7-111-106
(2) and amended by 2019 Ch. 166, § 14, eff. 7/1/2020.
L. 93: Entire article added, p. 805, § 1, effective 7/1/1994. L. 2004: (1) amended, p. 1504, § 276, effective July 1. L. 2007: (1) amended and (1.5) added, p. 247, § 47, effective May 29.
This section is similar to former § 7-111-106 (2) as it existed prior to July 1, 2020.
2022 Ch. 80, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-204.5 - Foreign entity resulting from conversion or surviving merger

(1)
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:
(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 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
(II)
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)
;
(b)
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
(c)
Shall comply with part 8 of this article 90 if it is to transact business or conduct activities in this state.
Amended by 2019 Ch. 166, § 15, eff. 7/1/2020.
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 7/1/2020.
Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act changing this section applies to conduct occurring on or after July 1, 2020.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-205 - [Repealed]

Repealed by 2019 Ch. 166,§16, eff. 7/1/2020.
L. 2000: Entire part R&RE, p. 970, § 46, effective July 1.
Subsection (2) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1919, 1966.)
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 2 - MERGER AND CONVERSION OF ENTITIES (§§ 7-90-201 — 7-90-206) › Section 7-90-205.5 - Abandonment or amendment of plan of merger, plan of conversion, or plan of exchange

(1)
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:
(a)
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.
(b)
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:
(I)
The amount or kind of owner's interests or other securities, eligible interests, obligations, rights to acquire owner's 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;
(II)
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
(III)
Any of the other terms or conditions of the plan if the change would adversely affect the owners in any material respect.
Amended by 2022 Ch. 80, § 6, eff. 8/10/2022.
L. 2019: Entire section added, (SB 19-086), ch. 1919, p.1919, § 17, effective 7/1/2020.
Section 72 of chapter 166 (SB 19-086), Session Laws of Colorado 2019, provides that the act adding this section applies to conduct occurring on or after July 1, 2020.
2022 Ch. 80, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 3 - FILING DOCUMENTS (§§ 7-90-301 — 7-90-315) › Section 7-90-301.5 - [Effective Until 8/7/2024] 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.
L. 2004: Entire section added, p. 1477, § 209, effective July 1.
This section is set out more than once due to postponed, multiple, or conflicting amendments.
2023 Colorado Revised Statutes › Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301) › CORPORATIONS AND ASSOCIATIONS (§§ 7-90-101 — 7-90-1005) › Article 90 - COLORADO CORPORATIONS AND ASSOCIATIONS ACT (§§ 7-90-101 — 7-90-1005) › Part 3 - FILING DOCUMENTS (§§ 7-90-301 — 7-90-315) › Section 7-90-301.5 - [Effective 8/7/2024] Act of causing document to be delivered for filing

By causing a document to be delivered to the secretary of state for filing pursuant to this part 3, an individual affirms, under penalty of perjury, that:
(1)
The document is the individual's act and deed, or that the individual in good faith believes that the document is the act and deed of the person on whose behalf the document is delivered for filing;
(2)
The individual in good faith believes that the facts stated in the document are true; and
(3)
The document complies with the requirements of this part 3, the constituent documents, and the organic statutes.
Amended by 2024 Ch. 332,§ 2, eff. 8/7/2024.
L. 2004: Entire section added, p. 1477, § 209, effective July 1.
2024 Ch. 332, was passed without a safety clause. See Colo. Const. art. V, § 1(3).
This section is set out more than once due to postponed, multiple, or conflicting amendments.