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 102 - INCORPORATION (§§ 7-102-101 — 7-102-108) › Section 7-102-102 - Articles of incorporation

(1)
The articles of incorporation shall state:
(a)
The domestic entity name for the corporation, which domestic entity name shall comply with part 6 of article
90
of this title;
(b)
The information regarding shares required by section
7-106-101
;
(c)
The registered agent name and registered agent address of the corporation's initial registered agent;
(d)
The principal office address of the corporation's initial principal office;
(e)
The true name and mailing address of each incorporator.
(f)
Repealed.
(2)
The articles of incorporation may, but need not, state:
(a)
The names and addresses of the individuals who are elected to serve as the initial directors;
(b)
Provisions not inconsistent with law regarding:
(I)
The purpose or purposes for which the corporation is incorporated;
(II)
Managing the business of the corporation and regulating its affairs;
(III)
Defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders;
(IV)
A par value for authorized shares or classes of shares;
(V)
The imposition of personal liability on shareholders for the debts of the corporation to a stated extent and upon stated conditions;
(c)
Any provision that under articles
101
to
117
of this title is required or permitted to be stated in the bylaws;
(d)
A provision eliminating or limiting the liability of a director to the corporation or its shareholders for money damages for any action taken, or any failure to take any action, as a director, except liability for:
(I)
The amount of a financial benefit received by a director to which the director is not entitled;
(II)
An intentional infliction of harm on the corporation or the shareholders;
(III)
A violation of section
7-108-405
; or
(IV)
An intentional violation of criminal law; and
(e)
A provision limiting or eliminating a duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person if any application of the provision to an officer or a related person of that officer:
(I)
Requires a determination by the board of directors by action of the disinterested directors taken in compliance with the procedures set forth in section
7-108-402
after the effective date of the provision applying the provision to a particular officer or any related person of that officer; and
(II)
May be limited by the authorizing action of the board.
(3)
For corporations incorporated after December 31, 1958, if cumulative voting is not desired in the election of directors, a statement to that effect shall be made in the articles of incorporation. If no such statement is made, cumulative voting shall be mandatory in the election of directors, subject to the provisions of section
7-107-209
. For corporations incorporated before January 1, 1959, the articles of incorporation shall state whether cumulative voting shall be allowed in the election of directors; and, if the articles of incorporation allow cumulative voting, shareholders shall be permitted to cumulate their shares in the election of directors as provided in section
7-107-209
.
(4)
The articles of incorporation need not state any of the corporate powers enumerated in articles
101
to
117
of this title.
(5)
If articles
101
to
117
of this title condition any matter upon the presence of a provision in the bylaws, the condition is satisfied if such provision is present either in the articles of incorporation or the bylaws. If articles
101
to
117
of this title condition any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws.
Amended by 2019 Ch. 166, § 28, eff. 7/1/2020.
L. 93: Entire article added, p. 743, § 1, effective 7/1/1994. L. 2000: (1)(a) amended, p. 977, § 51, effective July 1. L. 2002: (1)(f) repealed, p. 1846, § 105, effective July 1; (1)(f) repealed, p. 1711, § 104, effective October 1. L. 2003: IP(1), (1)(a), (1)(c), (1)(d), IP(2), (2)(b)(V), (2)(c), and (4) amended, p. 2314, § 220, effective 7/1/2004. L. 2004: (1)(e) and (2)(a) amended, p. 1496, § 248, effective July 1. L. 2006: (2)(a) amended, p. 879, § 68, effective July 1. L. 2008: (1)(e) amended, p. 24, § 18, effective August 5. L. 2019: (2)(b)(V) amended and (2)(d) and (2)(e) added, (SB 19-086), ch. 1925, p. 1925, § 28, 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.