reglab/statecodes huggingface dataset:
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 109 - INDEMNIFICATION (§§ 7-109-101 — 7-109-111) › Section 7-109-107 - Indemnification of officers, employees, fiduciaries, and agents

(1)
An officer is entitled to mandatory indemnification or an advance of expenses under section
7-109-103
, and is entitled to apply for court-ordered indemnification or an advance of expenses under section
7-109-105
, in each case to the same extent as a director.
(2)
A corporation may indemnify and advance expenses to an officer, employee, fiduciary, or agent of the corporation to the same extent as to a director.
(3)
A corporation may also indemnify and advance expenses to an officer, employee, fiduciary, or agent who is not a director to such further extent as may be provided for by its articles of incorporation, bylaws, general or specific action of its board of directors or shareholders, or contract. This subsection (3) applies to an officer who is also a director if the basis on which the officer is made a party to the proceeding is an act or omission solely as an officer.
Amended by 2019 Ch. 166, § 43, eff. 7/1/2020.
L. 93: Entire article added, p. 793, § 1, effective 7/1/1994.
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 - CONTINUED (§§ 7-101-101 — 7-137-301) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 109 - INDEMNIFICATION (§§ 7-109-101 — 7-109-111) › Section 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.
Amended by 2019 Ch. 166, § 44, eff. 7/1/2020.
L. 93: Entire article added, p. 793, § 1, effective 7/1/1994. L. 2003: Entire section amended, p. 2320, § 247, effective 7/1/2004. L. 2004: Entire section amended, p. 1501, § 268, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 1941, p. 1941, § 44, 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 - CONTINUED (§§ 7-101-101 — 7-137-301) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 109 - INDEMNIFICATION (§§ 7-109-101 — 7-109-111) › Section 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.
Amended by 2021 Ch. 41, § 22, eff. 4/19/2021.
L. 93: Entire article added, p. 794, § 1, effective 7/1/1994.
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.
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 109 - INDEMNIFICATION (§§ 7-109-101 — 7-109-111) › Section 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.
Added by 2019 Ch. 166, § 46, eff. 7/1/2020.
L. 2019: Entire section added, (SB 19-086), ch. 1942, p. 1942, § 46, 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.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-110-101 — 7-110-109) › Section 7-110-101 - Authority to amend articles of incorporation

(1)
A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.
(2)
A shareholder does not have a vested property right resulting from any provision in the articles of incorporation, including any provision relating to management, control, capital structure, dividend entitlement, purpose, or duration of the corporation.
L. 93: Entire article added, p. 794, § 1, effective 7/1/1994.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-110-101 — 7-110-109) › Section 7-110-102 - Amendment of articles of incorporation by board of directors

(1)
Unless otherwise provided in the articles of incorporation, the board of directors may adopt, without shareholder action, one or more amendments to the articles of incorporation to:
(a)
Delete the statement of the names and addresses of the incorporators or of the initial directors;
(b)
Delete the statement of the registered agent name and registered agent address of the initial registered agent, if a statement of change changing the registered agent name and registered agent address of the registered agent is on file in the records of the secretary of state;
(b.3)
Delete the statement of the principal office address of the initial principal office, if a statement of change changing the principal office address is on file in the records of the secretary of state;
(b.5)
Delete the statement of the names and addresses of any or all of the individuals named in the articles of incorporation, pursuant to section
7-90-301 (6)
, as being individuals who caused the articles of incorporation to be delivered for filing;
(c)
Repealed.
(d)
Change the domestic entity name of the corporation by substituting the word "corporation", "incorporated", "company", or "limited", or an abbreviation of any thereof for a similar word or abbreviation in the domestic entity name, or by adding, deleting, or changing a geographical attribution; or
(e)
Make any other change expressly permitted by articles
101
to
117
of this title to be made without shareholder action.
(2)
The board of directors may adopt, without shareholder action, one or more amendments to the articles of incorporation to change the domestic entity name of the corporation, if necessary, in connection with the reinstatement of a corporation pursuant to part 10 of article
90
of this title.
L. 93: Entire article added, p. 795, § 1, effective 7/1/1994. L. 96: (1)(c) repealed, p. 1320, § 26, effective June 1. L. 2000: (1)(d) and (2) amended, p. 978, § 60, effective July 1. L. 2003: (1)(a), (1)(b), (1)(d), and (2) amended and (1)(b.5) added, p. 2321, § 248, effective 7/1/2004. L. 2004: (1)(b) and (1)(d) amended and (1)(b.3) added, p. 1502, § 270, effective July 1.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-110-101 — 7-110-109) › Section 7-110-103 - Amendment of articles of incorporation by board of directors and shareholders

(1)
The board of directors or the holders of shares representing at least ten percent of all of the votes entitled to be cast on the amendment may propose an amendment to the articles of incorporation for submission to the shareholders.
(2)
For an amendment to the articles of incorporation to be adopted pursuant to subsection (1) of this section:
(a)
The board of directors shall recommend the amendment to the shareholders unless the amendment is proposed by shareholders or 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 amendment; and
(b)
The shareholders entitled to vote on the amendment shall approve the amendment as provided in subsection (5) of this section.
(3)
The proposing board of directors or the proposing shareholders may condition the effectiveness of the amendment on any basis.
(4)
The corporation shall give notice, in accordance with section
7-107-105
, to each shareholder entitled to vote on the amendment of the shareholders' meeting at which the amendment 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 amendment, and the notice shall contain or be accompanied by a copy or a summary of the amendment.
(5)
Unless articles
101
to 117 of this title (including the provisions of section
7-117-101 (7)
), the articles of incorporation, bylaws adopted by the shareholders, or the proposing board of directors or the proposing shareholders acting pursuant to subsection (3) of this section require a greater vote, the amendment shall be approved by the votes required by sections
7-107-206
and
7-107-207
by the voting groups entitled to vote on the amendment.
L. 93: Entire article added, p. 795, § 1, effective 7/1/1994. L. 96: (5) amended, p. 1320, § 27, effective June 1.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-110-101 — 7-110-109) › Section 7-110-104 - Voting on amendments of articles of incorporation by voting groups

(1)
If shareholder voting is otherwise required by articles
101
to
117
of this title, the holders of the shares of a class are entitled to vote as a separate voting group on an amendment if the amendment would:
(a)
Increase or decrease the aggregate number of authorized shares of the class;
(b)
Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(c)
Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(d)
Change the designation, preferences, limitations, or relative rights of all or part of the shares of the class;
(e)
Change the shares of all or part of the class into a different number of shares of the same class;
(f)
Create a new class of shares having rights or preferences with respect to distributions or dissolution that are prior, superior, or substantially equal to the shares of the class;
(g)
Increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(h)
Limit or deny an existing preemptive right of all or part of the shares of the class; or
(i)
Cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class.
(2)
If an amendment would affect a series of a class of shares in one or more of the ways described in subsection (1) of this section, the shares of that series are entitled to vote as a separate voting group on the amendment.
(3)
If an amendment that entitles two or more series of a class of shares to vote as separate voting groups under this section would affect those two or more series in the same or a substantially similar way, the shares of all the series so affected shall, instead, vote together as a single voting group on the amendment.
(4)
A class or series of shares is entitled to the voting rights granted by this section notwithstanding any provision in the articles of incorporation that the shares are nonvoting shares.
L. 93: Entire article added, p. 796, § 1, effective 7/1/1994.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-110-101 — 7-110-109) › Section 7-110-105 - Amendment of articles of incorporation before issuance of shares

If a corporation has not yet issued shares, its board of directors or, if no directors have been elected, its incorporators may adopt one or more amendments to the articles of incorporation.
L. 93: Entire article added, p. 797, § 1, effective 7/1/1994.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-110-101 — 7-110-109) › Section 7-110-106 - Articles of amendment to articles of incorporation

(1)
A corporation amending its articles of incorporation shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, articles of amendment stating:
(a)
The domestic entity name of the corporation;
(b)
The text of each amendment adopted; and
(c)
If the amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.
(d) to (f)
Repealed.
L. 93: Entire article added, p. 797, § 1, effective 7/1/1994. L. 2002: IP(1) amended, p. 1848, § 115, effective July 1; IP(1) amended, p. 1713, § 115, effective October 1. L. 2003: IP(1) and (1)(a) amended, p. 2321, § 249, effective 7/1/2004. L. 2004: (1)(d), (1)(e), and (1)(f) repealed, p. 1502, § 271, effective July 1.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-110-101 — 7-110-109) › Section 7-110-107 - Restated articles of incorporation

(1)
The board of directors may restate the articles of incorporation at any time with or without shareholder action. If the corporation has not yet issued shares and no directors have been elected, its incorporators may restate the articles of incorporation at any time.
(2)
The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in section
7-110-103
.
(3)
If the board of directors submits a restatement for shareholder action, the corporation shall give notice, in accordance with section
7-107-105
, to each shareholder entitled to vote on the restatement of the shareholders' meeting at which the restatement will be voted upon. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the restatement, and the notice shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles of incorporation.
(4)
A corporation restating its articles of incorporation shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, articles of restatement stating:
(a)
The domestic entity name of the corporation;
(b)
The text of the restated articles of incorporation;
(c)
Repealed.
(d)
If the restatement was adopted by the board of directors or incorporators without shareholder action, a statement to that effect and that shareholder action was not required.
(5)
Upon filing by the secretary of state or at any later effective date determined pursuant to section
7-90-304
, restated articles of incorporation supersede the original articles of incorporation and all prior amendments to them.
L. 93: Entire article added, p. 798, § 1, effective 7/1/1994. L. 2002: IP(4) and (5) amended, p. 1848, § 116, effective July 1; IP(4) and (5) amended, p. 1713, § 116, effective October 1. L. 2003: IP(4) and (4)(a) amended, p. 2322, § 250, effective 7/1/2004. L. 2004: (4)(c) repealed, p. 1503, § 272, effective July 1.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-110-101 — 7-110-109) › Section 7-110-108 - Amendment of articles of incorporation pursuant to reorganization

(1)
Articles of incorporation may be amended, without action by the board of directors or shareholders, to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under a statute of the United States if the articles of incorporation after amendment contain only provisions required or permitted by section
7-102-102
.
(2)
For an amendment to the articles of incorporation to be made pursuant to subsection (1) of this section, an individual or individuals designated by the court shall deliver to the secretary of state, for filing pursuant to part 3 of article
90
of this title, articles of amendment stating:
(a)
The domestic entity name of the corporation;
(b)
The text of each amendment approved by the court;
(c)
The date of the court's order or decree approving the articles of amendment;
(d)
The title of the reorganization proceeding in which the order or decree was entered; and
(e)
A statement that the court had jurisdiction of the proceeding under a specified statute of the United States.
(3)
Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as provided in the reorganization plan.
(4)
This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
L. 93: Entire article added, p. 799, § 1, effective 7/1/1994. L. 2002: IP(2) amended, p. 1849, § 117, effective July 1; IP(2) amended, p. 1713, § 117, effective October 1. L. 2003: IP(2) and (2)(a) amended, p. 2322, § 251, effective 7/1/2004.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 1 - AMENDMENT OF ARTICLES OF INCORPORATION (§§ 7-110-101 — 7-110-109) › Section 7-110-109 - Effect of amendment of articles of incorporation

An amendment to the articles of incorporation does not affect any existing right of persons other than shareholders, any cause of action existing against or in favor of the corporation, or any proceeding to which the corporation is a party. An amendment changing a corporation's domestic entity name does not abate a proceeding brought by or against a corporation in its former entity name.
L. 93: Entire article added, p. 799, § 1, effective 7/1/1994. L. 2000: Entire section amended, p. 979, § 61, effective July 1. L. 2003: Entire section amended, p. 2322, § 252, effective 7/1/2004.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 2 - AMENDMENT OF BYLAWS (§§ 7-110-201 — 7-110-203) › Section 7-110-201 - Amendment of bylaws by board of directors or shareholders

(1)
The board of directors may amend the bylaws at any time to add, change, or delete a provision, unless:
(a)
Articles
101
to
117
of this title or the articles of incorporation reserve such power exclusively to the shareholders in whole or part; or
(b)
A particular bylaw expressly prohibits the board of directors from doing so.
(2)
The shareholders may amend the bylaws even though the bylaws may also be amended by the board of directors.
L. 93: Entire article added, p. 800, § 1, effective 7/1/1994.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 2 - AMENDMENT OF BYLAWS (§§ 7-110-201 — 7-110-203) › Section 7-110-202 - Bylaw changing quorum or voting requirement for shareholders

(1)
If authorized by the articles of incorporation, the shareholders may amend the bylaws to fix a greater quorum or voting requirement for shareholders, or voting groups of shareholders, than is required by articles
101
to
117
of this title. An amendment to the bylaws to add, change, or delete a greater quorum or voting requirement for shareholders shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever are greater.
(2)
A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (1) of this section shall not be amended by the board of directors.
L. 93: Entire article added, p. 800, § 1, effective 7/1/1994.
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 110 - AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS (§§ 7-110-101 — 7-110-203) › Part 2 - AMENDMENT OF BYLAWS (§§ 7-110-201 — 7-110-203) › Section 7-110-203 - Bylaws - changing quorum or voting requirement for directors - requiring a meeting place

(1)
A bylaw that fixes a greater quorum or voting requirement for the board of directors or that requires a meeting of shareholders to be held at a place may be amended or repealed:
(a)
If adopted by the shareholders, only by the shareholders unless the bylaws otherwise provide; or
(b)
If adopted by the board of directors, either by the shareholders or by the board of directors.
(2)
A bylaw adopted or amended by the shareholders that fixes a greater quorum or voting requirement for the board of directors may provide that it may be amended only by a stated vote of either the shareholders or the board of directors.
(3)
Action by the board of directors under paragraph (b) of subsection (1) of this section to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors shall meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
Amended by 2021 Ch. 41, § 23, eff. 4/19/2021.
L. 93: Entire article added, p. 800, § 1, effective 7/1/1994. L. 2003: (2) amended, p. 2322, § 253, effective 7/1/2004.
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.
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 111 - MERGER, SHARE EXCHANGE, AND REDOMESTICATION (§§ 7-111-101 — 7-111-108) › Section 7-111-101 - Merger of domestic corporation

One or more domestic corporations may merge with any other entity pursuant to section
7-90-203
.
Amended by 2019 Ch. 166, § 47, eff. 7/1/2020.
L. 93: Entire article added, p. 801, § 1, effective 7/1/1994. L. 2003: IP(2), (2)(a), (2)(b), (2)(c), and (3) amended, p. 2322, § 254, effective 7/1/2004. L. 2007: Entire section amended, p. 245, § 43, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 1942, p. 1942, § 47, 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 - CONTINUED (§§ 7-101-101 — 7-137-301) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 111 - MERGER, SHARE EXCHANGE, AND REDOMESTICATION (§§ 7-111-101 — 7-111-108) › Section 7-111-101.5 - Conversion of domestic corporation

A domestic corporation may convert into any form of entity pursuant to section
7-90-201
.
Amended by 2019 Ch. 166,§ 48, eff. 7/1/2020.
L. 2007: Entire section added, p. 245, § 44, 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 - CONTINUED (§§ 7-101-101 — 7-137-301) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 111 - MERGER, SHARE EXCHANGE, AND REDOMESTICATION (§§ 7-111-101 — 7-111-108) › Section 7-111-102 - Owner's interest exchange involving domestic corporation

A domestic corporation may be party to an exchange of owner's interests with any other entity pursuant to section
7-90-203.1
.
Amended by 2022 Ch. 80, § 7, eff. 8/10/2022.
Amended by 2019 Ch. 166, § 49, eff. 7/1/2020.
L. 93: Entire article added, p. 801, § 1, effective 7/1/1994. L. 2003: IP(2), (2)(a), and (3) amended, p. 2323, § 255, effective 7/1/2004. L. 2004: (1) amended, p. 1503, § 273, effective July 1. L. 2019: Entire section amended, (SB 19-086), ch. 1943, p. 1943, § 49, 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.
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 - CONTINUED (§§ 7-101-101 — 7-137-301) › COLORADO BUSINESS CORPORATIONS (§§ 7-101-101 — 7-117-105) › Article 111 - MERGER, SHARE EXCHANGE, AND REDOMESTICATION (§§ 7-111-101 — 7-111-108) › Section 7-111-104 - Merger of parent and subsidiary

(1)
By complying with the provisions of this section, a parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may either merge such subsidiary into itself or merge itself into such subsidiary.
(2)
The board of directors of such parent corporation shall adopt, and its shareholders, if required by subsection (3) of this section, shall approve, a plan of merger that states:
(a)
The entity names of such parent corporation and subsidiary and the entity name of the surviving corporation;
(b)
The terms and conditions of the merger;
(c)
The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into money or other property in whole or part;
(d)
Any amendments to the articles of incorporation of the surviving corporation to be effected by the merger; and
(e)
Any other provisions relating to the merger as are deemed necessary or desirable.
(3)
No vote of the shareholders of such subsidiary shall be required with respect to the merger. If the subsidiary will be the surviving corporation, the approval of the shareholders of the parent corporation shall be sought in the manner provided in section
7-111-103 (1) to (6)
. If the parent will be the surviving corporation, no vote of its shareholders shall be required if all of the provisions of section
7-111-103 (7)
are met with respect to the merger. If all of such provisions are not met, the approval of the shareholders of the parent shall be sought in the manner provided in subsections (1) to (6) of section
7-111-103
.
(4)
The parent corporation shall deliver a copy or summary of the plan of merger to each shareholder of the subsidiary, other than the parent corporation, that does not waive this delivery requirement in writing.
(5)
The effective date of the merger is no earlier than:
(a)
The date on which all shareholders of the subsidiary waived the delivery requirement of subsection (4) of this section; or
(b)
Ten days after the date the parent delivered a copy or summary of the plan of merger to each shareholder of the subsidiary that did not waive the delivery requirement.
Amended by 2021 Ch. 41, § 24, eff. 4/19/2021.
L. 93: Entire article added, p. 804, § 1, effective 7/1/1994. L. 2003: IP(2) and (2)(a) amended, p. 2323, § 257, effective 7/1/2004.
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.
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 111 - MERGER, SHARE EXCHANGE, AND REDOMESTICATION (§§ 7-111-101 — 7-111-108) › Section 7-111-104.5 - [Repealed]

Repealed by 2019 Ch. 166,§51, eff. 7/1/2020.
L. 2004: Entire section added, p. 1503, § 274, effective July 1. L. 2007: Entire section amended, p. 247, § 46, effective May 29. L. 2019: (3) added by revision, (SB 19-086), ch. 166, pp. 1945, 1966, §§ 51, 72.
Subsection (3) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1945, 1966.)
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 111 - MERGER, SHARE EXCHANGE, AND REDOMESTICATION (§§ 7-111-101 — 7-111-108) › Section 7-111-105 - [Repealed]

Repealed by 2019 Ch. 166,§52, eff. 7/1/2020.
Renumbered as C.R.S. §
7-90-203.8
by 2019 Ch. 166,§12, eff. 7/1/2020.
Subsection (4) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1946, 1966.)
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 111 - MERGER, SHARE EXCHANGE, AND REDOMESTICATION (§§ 7-111-101 — 7-111-108) › Section 7-111-106 - [Repealed]

Repealed by 2019 Ch. 166,§53, eff. 7/1/2020.
Subsection (2) renumbered as C.R.S. §
7-90-204.3
by 2019 Ch. 166,§14, eff. 7/1/2020.
Subsection (3) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1946, 1966.)
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 111 - MERGER, SHARE EXCHANGE, AND REDOMESTICATION (§§ 7-111-101 — 7-111-108) › Section 7-111-106.5 - Merger with foreign entity

(1)
One or more domestic corporations may merge with one or more foreign entities if:
(a)
The merger is permitted by section
7-90-203(2)
;
(b)
The foreign entity complies with section
7-90-203.7
if it is the surviving entity of the merger; and
(c)
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
.
(2)
Upon the merger taking effect, the surviving foreign entity of a merger shall comply with section
7-90-204.5
.
Amended by 2019 Ch. 166,§ 54, eff. 7/1/2020.
L. 2007: Entire section added, p. 247, § 48, effective May 29.
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 111 - MERGER, SHARE EXCHANGE, AND REDOMESTICATION (§§ 7-111-101 — 7-111-108) › Section 7-111-107 - [Repealed]

Repealed by 2019 Ch. 166, § 55, eff. 7/1/2020.
L. 93: Entire article added, p. 806, § 1, effective 7/1/1994. L. 96: (2)(a)(I) amended, p. 1320, § 28, effective June 1. L. 2003: (1)(a), (1)(b), (2)(a), and (2)(c) amended, p. 2324, § 259, effective 7/1/2004. L. 2004: (1)(c), (1)(d), IP(2), (2)(a), (2)(b), (3), and (4) amended and (1.5) added, p. 1505, § 277, effective July 1. L. 2007: IP(1), (1)(a), (1)(c), (1)(d), (1.5), and (2)(a)(I) amended, p. 248, § 49, effective May 29. L. 2019: (6) added by revision, (SB 19-086), ch. 166, pp. 1947, 1966, §§ 55, 72.
Subsection (6) provided for the repeal of this section, effective July 1, 2020. (See L. 2019, pp. 1947, 1966.)
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 112 - SALE OF PROPERTY (§§ 7-112-101 — 7-112-102) › Section 7-112-101 - Sale or mortgage of property without shareholder approval

(1)
A corporation may, as authorized by its bylaws or by the board of directors:
(a)
Sell, lease, exchange, or otherwise dispose of any or all of its property in the usual and regular course of business;
(b)
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
(c)
Transfer any or all of its property to a domestic corporation all the shares of which are owned, directly or indirectly, by the corporation.
(2)
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.
L. 93: Entire article added, p. 811, § 1, effective 7/1/1994. L. 96: IP(1) amended, p. 1321, § 29, effective June 1.
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 1 - RIGHT TO APPRAISAL AND PAYMENT FOR SHARES (§§ 7-113-101 — 7-113-103) › Section 7-113-103 - Assertion of rights by nominees and beneficial owners

(1)
A shareholder may assert appraisal rights as to fewer than all the shares registered in the shareholder's name but owned by a beneficial owner other than the shareholder only if the shareholder objects with respect to all shares of the class or series owned by the beneficial owner and notifies the corporation in writing of the name and address and federal taxpayer identification number, if any, of each beneficial owner on whose behalf appraisal rights are being asserted. The rights of a shareholder who asserts appraisal rights under this subsection (1) for only part of the shares held of record in the shareholder's name are determined as if the shares as to which the shareholder objects and the shareholder's other shares were registered in the names of different shareholders.
(2)
A beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the beneficial owner only if the beneficial owner:
(a)
Submits to the corporation the shareholder's written consent to the assertion of the rights no later than the date specified in section
7-113-203 (2)(b)(II)
; and
(b)
Does so with respect to all shares of the class or series that are owned by the beneficial owner.
(3)
The corporation may require that, when a shareholder objects with respect to the shares of any class or series held by any one or more beneficial owners, each such beneficial owner must certify to the corporation that the beneficial owner and the shareholder or shareholders of all shares of that class or series owned by the beneficial owner have asserted, or will timely assert, the beneficial owner's appraisal rights as to all shares as to which there is no limitation on the ability to exercise appraisal rights. Any such requirement must be stated in the notice given pursuant to section
7-113-202
.
Amended by 2019 Ch. 166, § 56, eff. 7/1/2020.
L. 2019: Entire article R&RE, (SB 19-086), ch. 1952, p. 1952, § 56, effective 7/1/2020.
This section is similar to former § 7-113-103 as it existed prior to July 1, 2020.
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 2 - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 7-113-201 — 7-113-207) › Section 7-113-202 - Notice of intent to demand payment

(1)
If a proposed corporate action specified in section
7-113-102 (1)
is submitted to a vote at a shareholders' meeting, a shareholder that wishes to assert appraisal rights with respect to any class or series of shares:
(a)
Must deliver to the corporation, before the vote is taken, notice of the shareholder's intent to demand payment if the proposed corporate action is effectuated; and
(b)
Must not vote, or cause or permit to be voted, any shares of the class or series in favor of the proposed corporate action.
(2)
If a proposed corporate action specified in section
7-113-102 (1)
is to be approved by less than unanimous written consent, a shareholder that wishes to assert appraisal rights with respect to any class or series of shares must not execute a consent in favor of the proposed corporate action with respect to that class or series of shares.
(3)
A shareholder that fails to satisfy the requirements of subsection (1) or (2) of this section is not entitled to demand payment under this article 113.
Amended by 2021 Ch. 41, § 26, eff. 4/19/2021.
Amended by 2019 Ch. 166, § 56, eff. 7/1/2020.
L. 2019: Entire article R&RE, (SB 19-086), ch. 1954, p. 1954, § 56, effective 7/1/2020.
(1) This section is similar to former § 7-113-202 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.
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 2 - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 7-113-201 — 7-113-207) › Section 7-113-203 - Appraisal notice and form

(1)
If a proposed corporate action requiring appraisal rights under section
7-113-102 (1)
becomes effective, the corporation shall deliver a written appraisal notice and form to all shareholders that may be entitled to assert appraisal rights.
(2)
The appraisal notice required by subsection (1) of this section shall be sent no earlier than the date the corporate action specified in section
7-113-102 (1)
became effective, and no later than ten days after that date, and must:
(a)
Include a form that:
(I)
Specifies the first date of any announcement to shareholders, made before the date the corporate action became effective, of the principal terms of the proposed corporate action;
(II)
If the announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date; and
(III)
Requires the shareholder asserting appraisal rights to certify that the shareholder did not vote for or consent to the transaction;
(b)
State:
(I)
Where the form must be sent, where certificates for certificated shares must be deposited, and the date by which those certificates must be deposited, which date must not be earlier than the date for receiving the required form under subsection (2)(b)(II) of this section;
(II)
A date by which the corporation must receive the form, which date must not be fewer than forty nor more than sixty days after the date the appraisal notice and form are required to be sent pursuant to the introductory portion to subsection (2) of this section, and state that the shareholder waives the right to demand appraisal with respect to the shares unless the form is received by the corporation by the specified date;
(III)
The corporation's estimate of the fair value of the shares;
(IV)
That, if requested in writing, the corporation will provide to the shareholder so requesting, within ten days after the date specified in subsection (2)(b)(II) of this section, a statement of the number of shareholders that return the forms by the specified date and the total number of shares owned by them; and
(V)
The date by which the notice to withdraw under section
7-113-204
must be received, which date must be within twenty days after the date specified in subsection (2)(b)(II) of this section; and
(c)
Be accompanied by a copy of this article 113.
Amended by 2019 Ch. 166, § 56, eff. 7/1/2020.
L. 2019: Entire article R&RE, (SB 19-086), ch. 1954, p. 1954, § 56, effective 7/1/2020.
This section is similar to former § 7-113-203 as it existed prior to July 1, 2020.
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 2 - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 7-113-201 — 7-113-207) › Section 7-113-204 - Perfection of rights - right to withdraw

(1)
A shareholder that receives notice pursuant to section
7-113-203
and that wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice given pursuant to section
7-113-203 (2)(b)(II)
. In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section
7-113-203 (2)(a)
. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section
7-113-206
. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to subsection (2) of this section.
(2)
A shareholder who has complied with subsection (1) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice given pursuant to section
7-113-203 (2)(b)(V)
. A shareholder that fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.
(3)
A shareholder that does not sign and return the form and, in the case of certified shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in section
7-113-203 (2)
, is not entitled to payment under this article 113.
Amended by 2019 Ch. 166, § 56, eff. 7/1/2020.
L. 2019: Entire article R&RE, (SB 19-086), ch. 1955, p. 1955, § 56, effective 7/1/2020.
This section is similar to former § 7-113-204 as it existed prior to July 1, 2020.
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 2 - PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS (§§ 7-113-201 — 7-113-207) › Section 7-113-205 - Payment

(1)
Except as provided in section
7-113-206
, within thirty days after the date specified in section
7-113-203 (2)(b)(II)
, the corporation shall pay in cash to those shareholders who complied with section
7-113-204 (1)
the amount the corporation estimates to be the fair value of their shares, plus interest.
(2)
The payment to each shareholder pursuant to subsection (1) of this section must be accompanied by:
(a)
(I)
The annual financial statements specified in section
7-116-105
of the corporation that issued the shares to be appraised, which statement must be as of a date ending not more than sixteen months before the date of payment; except that, if the annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and
(II)
The latest available quarterly financial statements of the corporation, if any;
(b)
A statement of the corporation's estimate of the fair value of the shares, which estimate must equal or exceed the corporation's estimate given pursuant to section
7-113-203 (2)(b)(III)
; and
(c)
A statement that shareholders described in subsection (1) of this section have the right to demand further payment under section
7-113-207
and that if any such shareholder does not do so within the period specified in section
7-113-207 (2)
, the shareholder shall be deemed to have accepted the payment in full satisfaction of the corporation's obligations under this article 113.
Amended by 2019 Ch. 166, § 56, eff. 7/1/2020.
L. 2019: Entire article R&RE, (SB 19-086), ch. 1956, p. 1956, § 56, effective 7/1/2020.
This section is similar to former § 7-113-206 as it existed prior to July 1, 2020.