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Title 7 — Corporations and Associations

title-7C.R.S. tit. 7Code01.01.1900

Originalquelle öffnen

Colorado Corporation Code

Nonprofit Corporations

Special Purpose Corporations

Religious and Benevolent Organizations

Colorado Business Corporations

Nonprofit Corporations

CORPORATIONS

Colorado Corporation Code

Editor's note: (1) Articles 1 to 10 were numbered as articles 1 to 10 of chapter 31, C.R.S. 1963. For amendments to these articles prior to their repeal in 1993, effective July 1, 1994, consult the Colorado statutory research explanatory note and the table itemizing the replacement volumes and supplements to the original volume of C.R.S. 1973 beginning on page vii in the front of this volume. A comparative table showing the relocation of subject matter to articles 101 to 117 as a result of the recodification of the Colorado Corporation Code in 1993 is found in the comparative tables located in the back of the index.

(2) Current provisions concerning the "Colorado Business Corporation Act" are located in articles 101 to 117 of this title.

Article 30 Uniform Unincorporated Nonprofit Association Act

§ 7-30-101 Definitions
§ 7-30-101.1 Suspended, defunct, and dissolved nonprofit corporations
§ 7-30-101.2 Charitable nonprofit corporations - private foundations
§ 7-30-102 Supplementary general principles of law and equity
§ 7-30-103 Territorial application
§ 7-30-104 Real and personal property - nonprofit association as legatee, devisee, or beneficiary
§ 7-30-105 Statement of authority as to real property
§ 7-30-106 Liability in contract and tort
§ 7-30-107 Capacity to assert and defend - standing
§ 7-30-108 Effect of judgment or order
§ 7-30-109 Disposition of personal property of inactive nonprofit association
§ 7-30-110 Appointment of agent to receive service of process
§ 7-30-111 Claim not abated by change of members or officers
§ 7-30-112 Venue
§ 7-30-113 Summons and complaint - service on whom
§ 7-30-114 Uniformity of application and construction
§ 7-30-115 Short title
§ 7-30-116 Severability clause
§ 7-30-117 Effective date
§ 7-30-118 Transition concerning real and personal property
§ 7-30-119 Saving clause

Article 40 Corporations Not For Profit

§ 7-40-101 Who may organize - certificate - fees
§ 7-40-102 Powers
§ 7-40-103 Contents of certificate or bylaws
§ 7-40-104 Additional powers - indemnification - liability
§ 7-40-105 Amendments - where filed - fees
§ 7-40-106 Associations which can be formed
§ 7-40-107 Dividend only on dissolution
§ 7-40-108 Procedure for merger
§ 7-40-109 Procedure for consolidation
§ 7-40-110 Approval of merger or consolidation
§ 7-40-111 Certificate of merger or consolidation
§ 7-40-112 Effect of merger or consolidation
§ 7-40-113 Merger and consolidation with religious, educational, and benevolent societies

Article 42 Ditch and Reservoir Companies

§ 7-42-101 Additional statements in certificates - mutual ditch corporation shares
§ 7-42-101.5 Acequia ditch corporation - definition - powers
§ 7-42-102 Work after organization
§ 7-42-103 Right-of-way
§ 7-42-104 Assessment on stock
§ 7-42-105 Right to purchase own stock
§ 7-42-106 Assessments to pay purchase price
§ 7-42-107 Shall furnish water to whom - rate
§ 7-42-108 Shall keep ditch in repair
§ 7-42-109 Penalty for damage
§ 7-42-110 Consolidation of ditch companies - repeal
§ 7-42-111 Extension of term
§ 7-42-112 Procedure to extend term
§ 7-42-113 Duplicate certificate issued - when
§ 7-42-114 Statement of loss
§ 7-42-115 Publication of notice of demand
§ 7-42-116 Duplicate conclusive against original
§ 7-42-117 Proof of right to certificate
§ 7-42-118 Liability of stockholders, directors, and officers

Article 43 Flume and Pipeline Companies

§ 7-43-101 Certificate for flume companies
§ 7-43-102 Certificate for pipeline companies
§ 7-43-103 Nonprofit corporations - powers

Article 44 Water Users' Associations

§ 7-44-101 Tax exemptions - fees
§ 7-44-102 Stock subscription record
§ 7-44-103 Organization - assessments
§ 7-44-104 Directors may file petition in district court
§ 7-44-105 Application to prior associations
§ 7-44-106 Water users' association petition in district court - when
§ 7-44-107 Associations may extend corporate life

Article 45 Toll Road Companies

§ 7-45-101 Formation of toll road or toll highway company - description of corridor
§ 7-45-102 Definitions
§ 7-45-103 Deadline to commence work - maintenance of effort requirement
§ 7-45-104 Acquisition of right-of-way
§ 7-45-105 Planning standards and project review
§ 7-45-106 Environmental standards and review
§ 7-45-107 Construction safety standards
§ 7-45-108 Notice requirements for proposed toll roads and toll highways - removal from titles and voiding of previously filed and recorded documents
§ 7-45-109 Use of land by toll road or toll highway company - right to repurchase unneeded condemned property
§ 7-45-110 Sale of interest in or assets of a toll road or toll highway company
§ 7-45-111 Public-private initiatives

Article 47 Cemetery Companies

§ 7-47-101 Who may organize - powers
§ 7-47-102 May acquire land
§ 7-47-103 Land surveyed and platted
§ 7-47-104 Disposition of proceeds of sales of lots
§ 7-47-104.5 Reports
§ 7-47-105 Rights of lot owners
§ 7-47-106 Property exempt from taxes - attachment
§ 7-47-107 Property not exempt - when
§ 7-47-108 Not applicable - when
§ 7-47-109 Abandoned graves - right to reclaim

Article 48 Business Development Corporations

§ 7-48-101 Short title
§ 7-48-102 Definitions
§ 7-48-103 Incorporation - applicability of "Colorado Business Corporation Act"
§ 7-48-104 Domestic entity name
§ 7-48-105 Approval of governor
§ 7-48-106 Restrictions on powers
§ 7-48-107 Acquisition or disposition of securities and capital stock
§ 7-48-108 Membership - loans from members
§ 7-48-109 Capital stock - stockholders and members
§ 7-48-110 Directors
§ 7-48-111 Amendments to articles of incorporation
§ 7-48-112 Earned surplus
§ 7-48-113 Members to have rights of stockholders
§ 7-48-114 Deposit of funds
§ 7-48-115 Books and records
§ 7-48-116 Credit of state not pledged

Article 49 Older Housing

§ 7-49-101 Legislative declaration
§ 7-49-102 Definitions
§ 7-49-103 Corporation authorized
§ 7-49-104 Corporate name
§ 7-49-105 Approval of governor and state treasurer
§ 7-49-106 Election of board of directors
§ 7-49-107 Restrictions on powers
§ 7-49-108 Membership - loans from members
§ 7-49-109 Loan insurance fund established
§ 7-49-110 Mortgage loans eligible for insurance
§ 7-49-111 Percentage of insurance
§ 7-49-112 Processing loans for insurance
§ 7-49-113 Eligible properties
§ 7-49-114 Working capital fund
§ 7-49-115 Division of housing - assistance
§ 7-49-116 Nonliability of state for mortgage insurance commitments
§ 7-49-117 Deposit of funds
§ 7-49-118 Books and records

Article 49.5 Foreign-trade Zones

§ 7-49.5-101 Short title
§ 7-49.5-102 Legislative declaration
§ 7-49.5-103 Definitions
§ 7-49.5-104 Foreign-trade zone - authority to establish, operate, and maintain
§ 7-49.5-105 Foreign-trade zone - site
§ 7-49.5-106 Taxation of merchandise
§ 7-49.5-107 Severability

Article 50 Religious, Educational, and Benevolent Societies

§ 7-50-101 How organized
§ 7-50-102 Affidavit of chairperson
§ 7-50-103 Bylaws
§ 7-50-104 Trustees of educational institution
§ 7-50-105 Educational institution may confer degrees
§ 7-50-106 Property vests in corporation
§ 7-50-107 May take, hold, and convey property
§ 7-50-108 New corporation formed - when
§ 7-50-109 Incorporation of Christian governing organizations
§ 7-50-110 Quorum of directors
§ 7-50-111 Amendment of articles
§ 7-50-112 Amendment filed before effective
§ 7-50-113 Articles of amendment evidence of amendment
§ 7-50-114 Dissolution

Article 51 Joint Stock Religious or Benevolent Associations

§ 7-51-101 How organized
§ 7-51-102 Affidavit of chairperson - where filed - effect
§ 7-51-103 Bylaws
§ 7-51-104 Property vests in corporation
§ 7-51-105 Powers of corporation
§ 7-51-106 Shares of stock
§ 7-51-107 Board of directors
§ 7-51-108 Election of directors
§ 7-51-109 Liability of stockholders
§ 7-51-110 Certificate of full paid stock
§ 7-51-111 Purchase of property
§ 7-51-112 Any church may incorporate
§ 7-51-113 Incorporation of religious organization

Article 52 Officials of Churches and Religious Societies

§ 7-52-101 Execution of articles of incorporation
§ 7-52-102 Filing articles - corporate existence
§ 7-52-103 Corporate powers
§ 7-52-104 Succession to property upon death, resignation, or removal of person incorporated as corporation sole
§ 7-52-105 Succession to property on death, resignation, or removal of person not incorporated as corporation sole
§ 7-52-106 Applicability of revised nonprofit corporation act

Article 55 Cooperatives - General

§ 7-55-101 Cooperative association defined
§ 7-55-101.5 Patronage capital for cooperative electric associations and cooperative telephone associations defined
§ 7-55-102 Articles of incorporation - filing
§ 7-55-103 Bylaws
§ 7-55-104 Board of directors
§ 7-55-105 Election of officers
§ 7-55-106 Power of directors
§ 7-55-107 Powers
§ 7-55-107.5 Indemnification and personal liability of directors, officers, employees, and agents
§ 7-55-108 Application of powers
§ 7-55-109 Amendment of articles
§ 7-55-110 Vote of stockholders or members
§ 7-55-111 Use of the term "cooperative" - penalty for unlawful use - repeal
§ 7-55-112 Merger, conversion, or consolidation
§ 7-55-113 Adoption of provisions of this article
§ 7-55-114 Dissolution of association
§ 7-55-115 Exemption from securities laws
§ 7-55-116 Application of corporation laws
§ 7-55-117 Associations not in restraint of trade
§ 7-55-118 Associations of other jurisdictions
§ 7-55-119 Quorum
§ 7-55-120 Incorporation fees
§ 7-55-121 Periodic report

Article 56 Cooperatives

Part 1 GENERAL PROVISIONS

§ 7-56-101 Short title
§ 7-56-102 Legislative declaration
§ 7-56-103 Definitions
§ 7-56-104 Filings by the secretary of state
§ 7-56-105 Effective time and date of documents
§ 7-56-106 Periodic and other reports
§ 7-56-107 Cooperative records

Part 2 INCORPORATION

§ 7-56-201 Articles of incorporation
§ 7-56-202 Amendment of articles
§ 7-56-203 Restated articles
§ 7-56-204 Cooperatives desiring to relinquish provisions of this article
§ 7-56-205 Entities formed under other law but subject to this article
§ 7-56-206 Cooperative name
§ 7-56-207 Use of the term "cooperative" - penalty for unlawful use
§ 7-56-208 Bylaws
§ 7-56-209 Agricultural marketing cooperatives
§ 7-56-210 Renewable energy cooperatives

Part 3 MEMBERS AND OWNERSHIP

§ 7-56-301 Members
§ 7-56-302 Member meetings - how called - notice
§ 7-56-303 Members' list for meeting
§ 7-56-304 Quorum
§ 7-56-305 Member voting
§ 7-56-306 Reserves, distributions, and patronage refunds
§ 7-56-307 Inspection of cooperative records by member
§ 7-56-308 Scope of member's inspection right
§ 7-56-309 Court-ordered inspection

Part 4 OFFICERS AND ELECTIONS

§ 7-56-401 Directors - elections - remuneration - vacancy
§ 7-56-402 Officers - titles - election - duties and authority - removal
§ 7-56-403 Procedures for meetings of the board of directors
§ 7-56-404 Removal of director by the membership or the board
§ 7-56-405 Removal of director by judicial proceeding
§ 7-56-406 Indemnification and personal liability of directors, officers, employees, and agents
§ 7-56-407 Persons to be bonded
§ 7-56-408 Registered office and registered agent - repeal
§ 7-56-409 Registered agent - service of process

Part 5 POWERS AND PURPOSES: APPLICATION OF OTHER LAWS

§ 7-56-501 Powers
§ 7-56-502 Marketing or purchasing contracts
§ 7-56-503 Remedies for breach of marketing or purchasing contract
§ 7-56-504 Inducing breach of marketing or purchasing contract
§ 7-56-505 Purchases of property or other interests
§ 7-56-506 Warehouse receipts - interest in warehouse entities
§ 7-56-507 Application of other laws
§ 7-56-508 Cooperatives not in restraint of trade
§ 7-56-509 Exemption from securities laws
§ 7-56-510 Renewable energy cooperatives - powers

Part 6 PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES

§ 7-56-601 Encumbering property
§ 7-56-602 Merger, conversion, or consolidation or share or equity capital exchange
§ 7-56-603 Procedure for consolidation, share or equity capital exchange, conversion, and merger
§ 7-56-604 Merger of parent and subsidiary
§ 7-56-604.5 Statement of merger or conversion
§ 7-56-605 Statement of consolidation or share or equity capital exchange
§ 7-56-606 Effect of merger, conversion, consolidation, or share or equity capital exchange
§ 7-56-606.5 Merger with foreign entity
§ 7-56-607 Consolidation or share or equity capital exchange with foreign business
§ 7-56-608 Dissenters' rights - definitions
§ 7-56-609 Sale or other disposition of property without member approval
§ 7-56-610 Sale or other disposition of property requiring member approval

Part 7 DISSOLUTION

Subpart 1 VOLUNTARY DISSOLUTION

§ 7-56-701 Authorization of dissolution before issuance of memberships
§ 7-56-702 Authorization of dissolution after issuance of memberships
§ 7-56-703 Articles of dissolution
§ 7-56-704 Revocation of dissolution
§ 7-56-705 Effect of dissolution
§ 7-56-706 Disposition of known claims by notification
§ 7-56-707 Disposition of claims by publication
§ 7-56-708 Enforcement of claims against dissolved cooperative
§ 7-56-709 Service on dissolved cooperative - repeal

Subpart 2 ADMINISTRATIVE DISSOLUTION

§ 7-56-710 Grounds for administrative dissolution
§ 7-56-711 Procedure for and effect of administrative dissolution
§ 7-56-712 Reinstatement following administrative dissolution
§ 7-56-713 Appeal from denial of reinstatement

Subpart 3 JUDICIAL DISSOLUTION

§ 7-56-714 Grounds for judicial dissolution
§ 7-56-715 Procedure for judicial dissolution
§ 7-56-716 Receivership or custodianship
§ 7-56-717 Decree of dissolution

Subpart 4 MISCELLANEOUS

§ 7-56-718 Certain assignments of assets in dissolution

Part 8 FOREIGN COOPERATIVES

§ 7-56-801 Authority to transact business or conduct activities required
§ 7-56-802 Registered agent - service of process

Part 9 TRANSITION PROVISIONS

§ 7-56-901 Application to existing cooperatives

Article 58 Uniform Limited Cooperative Association Act

Part 1 GENERAL PROVISIONS

§ 7-58-101 Short title
§ 7-58-102 Definitions
§ 7-58-103 Reservation of power to amend or repeal
§ 7-58-104 Nature of limited cooperative association
§ 7-58-105 Purpose of limited cooperative association
§ 7-58-106 Powers
§ 7-58-107 Governing law
§ 7-58-108 Supplemental principles of law
§ 7-58-109 Requirements of other laws
§ 7-58-110 Relation to restraint of trade and antitrust law
§ 7-58-111 Name
§ 7-58-112 Required information
§ 7-58-113 Business transactions of member with limited cooperative association
§ 7-58-114 Dual capacity

Part 2 REGISTERED AGENTS, FILING, ANNUAL REPORTS, AND STATEMENT OF FOREIGN ENTITY AUTHORITY

§ 7-58-201 Limited cooperative associations - registered agents - service of process - annual reports
§ 7-58-202 Foreign entity authority

Part 3 FORMATION AND INITIAL ARTICLES OF LIMITED COOPERATIVE ASSOCIATION - BYLAWS

§ 7-58-301 Organizers
§ 7-58-302 Formation of limited cooperative association
§ 7-58-303 Articles
§ 7-58-304 Organization of limited cooperative association
§ 7-58-305 Bylaws
§ 7-58-306 Required provision for members' contributions

Part 4 AMENDMENT OF ARTICLES AND BYLAWS OF LIMITED COOPERATIVE ASSOCIATIONS

§ 7-58-401 Authority to amend articles and bylaws
§ 7-58-402 Notice and action on amendment of articles and bylaws
§ 7-58-403 Method of voting on amendment of articles and bylaws
§ 7-58-404 Voting by district, class, or voting group
§ 7-58-405 Approval of amendment
§ 7-58-406 Restated articles
§ 7-58-407 Amendment of articles - filing

Part 5 MEMBERS

§ 7-58-501 Members
§ 7-58-502 Becoming a member
§ 7-58-503 No power as member to bind association
§ 7-58-504 No liability as member for association's obligations
§ 7-58-505 Right of member and former member to information
§ 7-58-506 Annual meeting of members
§ 7-58-507 Special meeting of members
§ 7-58-508 Notice of members meeting
§ 7-58-509 Waiver of members meeting notice
§ 7-58-510 Quorum of members
§ 7-58-511 Voting by patron members
§ 7-58-512 Determination of voting power of patron member
§ 7-58-513 Voting by investor members
§ 7-58-514 Voting requirements for members
§ 7-58-515 Manner of voting
§ 7-58-516 Action without a meeting
§ 7-58-517 Districts and delegates - classes of members

Part 6 MEMBER'S INTEREST IN LIMITED COOPERATIVE ASSOCIATION

§ 7-58-601 Member's interest
§ 7-58-602 Patron and investor members' interests
§ 7-58-603 Transferability of member's interest
§ 7-58-604 Security interest and set-off
§ 7-58-605 Charging orders for judgment creditor of member or transferee

Part 7 MARKETING CONTRACTS

§ 7-58-701 Authority
§ 7-58-702 Marketing contracts
§ 7-58-703 Duration of marketing contract
§ 7-58-704 Remedies for breach of contract

Part 8 DIRECTORS AND OFFICERS

§ 7-58-801 Board of directors
§ 7-58-802 No liability as director for limited cooperative association's obligations
§ 7-58-803 Qualifications of directors
§ 7-58-804 Election of directors and composition of board
§ 7-58-805 Term of director
§ 7-58-806 Resignation of director
§ 7-58-807 Removal of director
§ 7-58-808 Suspension of director by board
§ 7-58-809 Vacancy on board
§ 7-58-810 Remuneration of directors
§ 7-58-811 Meetings
§ 7-58-812 Action without meeting
§ 7-58-813 Meetings - notice
§ 7-58-814 Waiver of notice of meeting
§ 7-58-815 Quorum
§ 7-58-816 Voting
§ 7-58-817 Committees
§ 7-58-818 Standards of conduct and liability
§ 7-58-819 Conflict of interest
§ 7-58-820 Other considerations of directors
§ 7-58-821 Right of director or committee member to information
§ 7-58-822 Appointment and authority of officers
§ 7-58-823 Resignation and removal of officers

Part 9 INDEMNIFICATION

§ 7-58-901 Indemnification

Part 10 CONTRIBUTIONS, ALLOCATIONS, AND DISTRIBUTIONS

§ 7-58-1001 Members' contributions
§ 7-58-1002 Contribution and valuation
§ 7-58-1003 Contribution agreements
§ 7-58-1004 Allocations of profits and losses
§ 7-58-1005 Distributions
§ 7-58-1006 Redemption or repurchase
§ 7-58-1007 Limitation on distributions
§ 7-58-1008 Liability for improper distributions - limitation of action
§ 7-58-1009 Relation to state securities law
§ 7-58-1010 Alternative distribution of unclaimed property, distributions, redemptions, or payments

Part 11 DISSOCIATION

§ 7-58-1101 Member's dissociation
§ 7-58-1102 Effect of dissociation as member
§ 7-58-1103 Power of estate of member

Part 12 DISSOLUTION

§ 7-58-1201 Dissolution - winding up
§ 7-58-1202 Voluntary dissolution
§ 7-58-1203 Judicial dissolution - grounds
§ 7-58-1204 Judicial dissolution - procedure
§ 7-58-1205 Voluntary dissolution before commencement of activity
§ 7-58-1206 Voluntary dissolution by the board and members
§ 7-58-1207 Winding up
§ 7-58-1208 Distribution of assets in winding up
§ 7-58-1209 Court proceeding
§ 7-58-1210 Statement of dissolution

Part 13 ACTION BY MEMBER

§ 7-58-1301 Derivative action
§ 7-58-1302 Proper plaintiff
§ 7-58-1303 Pleading
§ 7-58-1304 Approval for discontinuance or settlement
§ 7-58-1305 Proceeds and expenses
§ 7-58-1306 Applicability of derivative proceeding to foreign limited cooperative associations

Part 14 FOREIGN COOPERATIVES

§ 7-58-1401 Authority to transact business or conduct activities required
§ 7-58-1402 Registered agent - service of process

Part 15 DISPOSITION OF ASSETS

§ 7-58-1501 Disposition of assets not requiring member approval
§ 7-58-1502 Member approval of other disposition or encumbrance of assets
§ 7-58-1503 Notice and action on disposition or encumbrance of assets
§ 7-58-1504 Disposition or encumbrance of assets

Part 16 CONVERSION AND MERGER

§ 7-58-1601 Definitions
§ 7-58-1602 Conversion
§ 7-58-1603 Action on plan of conversion by converting limited cooperative association
§ 7-58-1604 Merger
§ 7-58-1605 Notice and action on plan of merger by constituent limited cooperative association
§ 7-58-1606 Approval or abandonment of merger by members
§ 7-58-1607 Merger of parent and subsidiary
§ 7-58-1608 Filings required for conversion or merger
§ 7-58-1609 Effect of conversion or merger
§ 7-58-1610 Consolidation
§ 7-58-1611 Part not exclusive

Part 17 MISCELLANEOUS PROVISIONS

§ 7-58-1701 Uniformity of application and construction
§ 7-58-1702 Relation to electronic signatures in global and national commerce act
§ 7-58-1703 Saving clause
§ 7-58-1704 Effective date

Article 60 Uniform Partnership Law

§ 7-60-101 Short title
§ 7-60-102 Definitions
§ 7-60-103 Knowledge and notice
§ 7-60-104 Rules of construction
§ 7-60-105 Rules for cases not covered
§ 7-60-106 Partnership defined
§ 7-60-107 Partnership determined - how
§ 7-60-108 Partnership property
§ 7-60-109 Partner agent of partnership
§ 7-60-110 Conveyance of real property
§ 7-60-111 Admission of partner binds partnership
§ 7-60-112 Notice to partner - effect
§ 7-60-113 Partner's wrongful acts - liability
§ 7-60-114 Partner's breach of trust - liability
§ 7-60-115 Nature of partner's liability
§ 7-60-116 Liability of purported partner
§ 7-60-117 Liability of incoming partner
§ 7-60-118 Rights and duties of partners
§ 7-60-119 Partnership books
§ 7-60-120 Duty to render information
§ 7-60-121 Accountable as a fiduciary
§ 7-60-122 Right to an account
§ 7-60-123 Rights and duties beyond term
§ 7-60-124 Property rights of a partner
§ 7-60-125 Right in specific property
§ 7-60-126 Nature of partner's interest
§ 7-60-127 Assignment of partner's interest
§ 7-60-128 Interest subject to charging order
§ 7-60-129 Dissolution defined
§ 7-60-130 Dissolution is not termination
§ 7-60-131 Causes of dissolution
§ 7-60-132 Dissolution by decree of court
§ 7-60-133 General effect of dissolution
§ 7-60-134 Right of partner to contribution
§ 7-60-135 Power of partner to bind partnership after dissolution
§ 7-60-136 Effect of dissolution on existing liability
§ 7-60-137 Right to wind up
§ 7-60-138 Application of partnership property
§ 7-60-139 Rights dissolved for fraud
§ 7-60-140 Rules for distribution
§ 7-60-141 Liability of persons continuing business
§ 7-60-142 Rights of retiring partner
§ 7-60-143 Accrual of actions
§ 7-60-144 Registration of partnerships
§ 7-60-144.5 Statement of partnership authority or statement of denial
§ 7-60-145 Name of registered limited liability partnership
§ 7-60-146 Limitations on distribution from limited liability partnerships
§ 7-60-147 Liability of partner in limited liability partnership upon return of contribution
§ 7-60-148 Law governing foreign limited liability partnerships - repeal
§ 7-60-149 Limited liability partnership periodic reports
§ 7-60-150 Filing of report - repeal
§ 7-60-151 Filing, service, and copying fees
§ 7-60-152 Failure of limited liability partnerships to comply with part 5 of article 90 of this title
§ 7-60-152.5 Registered agent - service of process
§ 7-60-153 Application of corporation case law to set aside limited liability
§ 7-60-154 Scope of article - choice of law - application to professions and occupations

Article 61 Uniform Limited Partnership Law of 1931

§ 7-61-101 Short title
§ 7-61-102 Definitions
§ 7-61-103 Formation
§ 7-61-104 Business which may be carried on
§ 7-61-105 Limited partner's contribution
§ 7-61-106 Name not to contain surname of limited partner - exceptions
§ 7-61-107 Liability for false statement in certificate
§ 7-61-108 Limited partner not liable to creditors - when
§ 7-61-109 Admission of additional limited partners
§ 7-61-110 General partner - rights - liabilities
§ 7-61-111 Rights of a limited partner
§ 7-61-112 Status of person erroneously believing self to be a limited partner
§ 7-61-113 One person both general and limited partner
§ 7-61-114 Transactions with limited partner
§ 7-61-115 Relation of limited partners inter se
§ 7-61-116 Compensation of limited partner
§ 7-61-117 Withdrawal or reduction of limited partner's contribution
§ 7-61-118 Liability of limited partner to partnership
§ 7-61-119 Nature of limited partner's interest
§ 7-61-120 Assignment of limited partner's interest
§ 7-61-121 Effect of retirement, death, or insanity of a general partner
§ 7-61-122 Death of limited partner
§ 7-61-123 Rights of creditors of limited partner
§ 7-61-124 Distribution of assets
§ 7-61-125 When certificate shall be canceled or amended
§ 7-61-126 Requirements for amendment and for cancellation of certificate
§ 7-61-127 Parties to actions
§ 7-61-128 Rules of construction
§ 7-61-129 Law governing cases not covered
§ 7-61-129.5 Applicability
§ 7-61-130 Provisions for existing limited partnerships

Article 62 Colorado Uniform Limited Partnership Act of 1981

Part 1 GENERAL PROVISIONS

§ 7-62-101 Definitions
§ 7-62-102 Name of limited partnership
§ 7-62-103 Reservation of name
§ 7-62-104 Registered office - registered agent - repeal
§ 7-62-104.5 Registered agent - service of process
§ 7-62-105 Records
§ 7-62-106 Nature of business
§ 7-62-107 Business transactions of partner with the partnership
§ 7-62-108 Service of process on limited partnership - repeal
§ 7-62-109 Conversion of limited partnership into other entities - repeal
§ 7-62-110 Statute of frauds - applicability

Part 2 CERTIFICATE OF LIMITED PARTNERSHIP

§ 7-62-201 Certificates - contents - filing with secretary of state
§ 7-62-202 Amendment to certificate
§ 7-62-203 Statement of dissolution
§ 7-62-204 Approval of certificates
§ 7-62-205 Presumptions
§ 7-62-206 Filing in office of secretary of state
§ 7-62-207 Liability for false statement in certificate
§ 7-62-208 Notice of existence of limited partnership
§ 7-62-209 Delivery of certificates to limited partners - repeal
§ 7-62-210 Merger and consolidation of limited partnerships - repeal

Part 3 LIMITED PARTNERS

§ 7-62-301 Admission of limited partners
§ 7-62-302 Voting
§ 7-62-303 Liability to third parties
§ 7-62-304 Person erroneously believing self to be a limited partner
§ 7-62-305 Information and accounting
§ 7-62-306 Time of admission

Part 4 GENERAL PARTNERS

§ 7-62-401 Admission of general partners
§ 7-62-402 Events of withdrawal
§ 7-62-403 General powers and liabilities
§ 7-62-404 Contributions by a general partner
§ 7-62-405 Voting

Part 5 FINANCE

§ 7-62-501 Form of contribution
§ 7-62-502 Liability for contributions
§ 7-62-503 Sharing of profits and losses
§ 7-62-504 Sharing of distributions

Part 6 DISTRIBUTIONS AND WITHDRAWAL

§ 7-62-601 Interim distributions
§ 7-62-602 Withdrawal of general partner
§ 7-62-603 Withdrawal of limited partner
§ 7-62-604 Distribution upon withdrawal
§ 7-62-605 Distribution in kind
§ 7-62-606 Right to distribution
§ 7-62-607 Limitations on distribution
§ 7-62-608 Liability upon return of contribution

Part 7 ASSIGNMENT OF PARTNERSHIP INTERESTS

§ 7-62-701 Nature of partnership interest
§ 7-62-702 Assignment of partnership interest
§ 7-62-703 Rights of creditor
§ 7-62-704 Right of assignee to become limited partner
§ 7-62-705 Deceased or incompetent individual partners - dissolved or terminated corporate partners

Part 8 DISSOLUTION

§ 7-62-801 Dissolution - general rules
§ 7-62-802 Judicial dissolution
§ 7-62-803 Winding up
§ 7-62-804 Distribution of assets
§ 7-62-805 Domestic entity names - dissolution - repeal

Part 9 FOREIGN LIMITED PARTNERSHIPS

§ 7-62-901 Law governing foreign limited partnership or foreign limited liability limited partnership
§ 7-62-902 Authority to transact business or conduct activities required
§ 7-62-903 Registered agent - service of process

Part 10 DERIVATIVE ACTIONS

§ 7-62-1001 Right of action
§ 7-62-1002 Expenses
§ 7-62-1003 Security and costs

Part 11 MISCELLANEOUS

§ 7-62-1101 Applicability
§ 7-62-1102 Construction and application
§ 7-62-1103 Provisions for existing limited partnerships
§ 7-62-1104 Rules for cases not provided for in this article - registration as limited liability limited partnership
§ 7-62-1105 Short title

Part 12 FEES

§ 7-62-1201 Fees for filing documents and certificates - other charges

Article 63 Colorado Limited Partnership Association Act

§ 7-63-101 Short title
§ 7-63-102 Definitions
§ 7-63-103 Nature of business
§ 7-63-104 Formation of association
§ 7-63-105 Articles
§ 7-63-106 Names
§ 7-63-107 Limited liability
§ 7-63-108 Reference to corporation law
§ 7-63-109 Bylaws
§ 7-63-110 Management - officers, managers, and members
§ 7-63-111 Dealings on behalf of association
§ 7-63-112 Capital contributions
§ 7-63-113 Dividends
§ 7-63-114 Membership participation - interests
§ 7-63-115 Information and accounting
§ 7-63-116 Dissolution and termination
§ 7-63-117 Conversion - repeal

Article 64 Colorado Uniform Partnership Act (1997)

Part 1 GENERAL PROVISIONS

§ 7-64-101 Definitions
§ 7-64-102 Knowledge and notice
§ 7-64-103 Effect of partnership agreement - nonwaivable provisions - statute of frauds
§ 7-64-104 Supplemental principles of law
§ 7-64-105 Filing and recording of statements
§ 7-64-106 Law governing internal relations
§ 7-64-107 Partnership subject to amendment or repeal of article

Part 2 NATURE OF PARTNERSHIP

§ 7-64-201 Partnership as entity
§ 7-64-202 Formation of partnership
§ 7-64-203 Partnership property
§ 7-64-204 When property is partnership property
§ 7-64-205 Admission without contribution or transferrable interest

Part 3 RELATIONS OF PARTNERS TO PERSONS DEALING WITH PARTNERSHIP

§ 7-64-301 Partner agent of partnership
§ 7-64-302 Transfer of partnership property
§ 7-64-303 Statement of partnership authority
§ 7-64-304 Statement of denial
§ 7-64-305 Partnership liable for partner's actionable conduct
§ 7-64-306 Partner's liability
§ 7-64-307 Actions by and against partnership and partners
§ 7-64-308 Liability of purported partner

Part 4 RELATIONS OF PARTNERS TO EACH OTHER AND TO PARTNERSHIP

§ 7-64-401 Partner's rights and duties
§ 7-64-402 Distributions in kind
§ 7-64-403 Partner's rights and duties with respect to information
§ 7-64-404 General standards of partner's conduct
§ 7-64-405 Actions by partnership and partners
§ 7-64-406 Continuation of partnership beyond definite term or particular undertaking

Part 5 TRANSFEREES AND CREDITORS OF PARTNER

§ 7-64-501 Partner not co-owner of partnership property
§ 7-64-502 Partner's transferable interest in partnership
§ 7-64-503 Transfer of partner's transferable interest
§ 7-64-504 Partner's transferable interest subject to charging order

Part 6 PARTNER'S DISSOCIATION

§ 7-64-601 Events causing partner's dissociation
§ 7-64-602 Partner's power to dissociate - wrongful dissociation
§ 7-64-603 Effect of partner's dissociation

Part 7 PARTNER'S DISSOCIATION WHEN BUSINESS NOT WOUND UP

§ 7-64-701 Purchase of dissociated partner's interest
§ 7-64-702 Dissociated partner's power to bind and liability to partnership
§ 7-64-703 Dissociated partner's liability to other persons
§ 7-64-704 Statement of dissociation
§ 7-64-705 Continued use of partnership name

Part 8 WINDING UP PARTNERSHIP BUSINESS

§ 7-64-801 Events causing dissolution and winding up of partnership business
§ 7-64-802 Partnership continues after dissolution
§ 7-64-803 Right to wind up partnership business
§ 7-64-804 Partner's power to bind partnership after dissolution
§ 7-64-805 Statement of dissolution
§ 7-64-806 Partner's liability to other partners after dissolution
§ 7-64-807 Settlement of accounts and contributions among partners

Part 10 LIMITED LIABILITY PARTNERSHIPS; LIMITED LIABILITY LIMITED PARTNERSHIPS; FOREIGN LIMITED LIABILITY PARTNERSHIPS; FOREIGN LIMITED LIABILITY LIMITED PARTNERSHIPS

§ 7-64-1001 Definitions
§ 7-64-1002 Registration
§ 7-64-1003 Name
§ 7-64-1004 Limitations on distributions to general partner
§ 7-64-1005 Liability of general partner upon return of contribution
§ 7-64-1006 Governing law - repeal
§ 7-64-1007 Periodic reports
§ 7-64-1008 Failure to comply with part 5 of article 90 of this title
§ 7-64-1008.5 Registered agent - service of process
§ 7-64-1009 Application of corporation case law to set aside limited liability
§ 7-64-1010 Scope of part - choice of law - application to professions and occupations

Part 11 FILING DOCUMENTS

§ 7-64-1101 Filing requirements
§ 7-64-1102 Registered agent - service of process

Part 12 MISCELLANEOUS PROVISIONS

§ 7-64-1201 Uniformity of application and construction
§ 7-64-1202 Title
§ 7-64-1203 Severability clause
§ 7-64-1204 Effective date
§ 7-64-1205 Applicability
§ 7-64-1206 Saving clause

Article 70 Trademarks

§ 7-70-101 Definitions
§ 7-70-102 Statement of trademark registration
§ 7-70-103 Effect of filing statement of trademark registration
§ 7-70-104 Duration and renewal
§ 7-70-105 Statement of withdrawal of trademark registration
§ 7-70-106 Statement of transfer of trademark registration
§ 7-70-107 Judicial cancellation of statement of trademark registration
§ 7-70-108 Service of process on a registrant
§ 7-70-109 Statements of trademark registration filed prior to May 29, 2007

Article 71 Trade Names

§ 7-71-101 Statement of trade name required
§ 7-71-102 Consequences for failure to have effective statement of trade name filed
§ 7-71-103 Statement of trade name
§ 7-71-104 Effect of filing a statement of trade name
§ 7-71-105 Renewal of statement of trade name
§ 7-71-106 Withdrawal of statement of trade name
§ 7-71-107 Nonprofit entities
§ 7-71-108 Recording of trade name affidavit
§ 7-71-109 Trade names registered with the department of revenue
§ 7-71-110 Existing trade names on file in the records of the secretary of state
§ 7-71-111 Affidavit or certification recorded before July 1, 1985
§ 7-71-112 Affidavit or certification recorded pursuant to 24-35-301 (1.5), C.R.S

Article 74 Uniform Trade Secrets Act

§ 7-74-101 Short title
§ 7-74-102 Definitions
§ 7-74-103 Injunctive relief
§ 7-74-104 Damages
§ 7-74-105 Attorney fees
§ 7-74-106 Preservation of secrecy
§ 7-74-107 Statute of limitations
§ 7-74-108 Effect on other law
§ 7-74-109 Uniformity of application and construction
§ 7-74-110 Severability

Article 80 Limited Liability Companies

Part 1 DEFINITION AND APPLICATION

§ 7-80-101 Short title
§ 7-80-102 Definitions
§ 7-80-103 Nature of business
§ 7-80-104 Powers
§ 7-80-105 Unauthorized assumption of powers
§ 7-80-106 Transaction of business outside state
§ 7-80-107 Application of corporation case law to set aside limited liability
§ 7-80-108 Effect of operating agreement - nonwaivable provisions - statute of frauds
§ 7-80-109 Construction of article

Part 2 FORMATION

§ 7-80-201 Limited liability company name
§ 7-80-202 Reservation of name - repeal
§ 7-80-203 Formation
§ 7-80-204 Articles of organization
§ 7-80-205 Filing of articles of organization - repeal
§ 7-80-206 Appeal from secretary of state
§ 7-80-207 Effect of filing of articles of organization
§ 7-80-208 Notice of existence of limited liability company
§ 7-80-209 Amendment of articles of organization

Part 3 REGISTERED AGENTS, SERVICE OF PROCESS, AND ANNUAL REPORTS

§ 7-80-301 Limited liability companies - registered agents - service of process - periodic reports

Part 4 MANAGEMENT

§ 7-80-401 Management of limited liability company
§ 7-80-402 Designation of managers
§ 7-80-403 Officers and other agents
§ 7-80-404 Duties of members and managers
§ 7-80-405 Members and managers as agents of the limited liability company
§ 7-80-406 Business transactions of member or manager with the limited liability company
§ 7-80-407 Reimbursement and indemnification of members and managers
§ 7-80-408 Access to and confidentiality of information - records - accounting

Part 5 FINANCE

§ 7-80-501 Form of contribution
§ 7-80-502 Liability for contributions
§ 7-80-503 Sharing of profits and losses
§ 7-80-504 Sharing of distributions

Part 6 DISTRIBUTIONS AND RESIGNATION

§ 7-80-601 Interim distributions
§ 7-80-602 Resignation of member
§ 7-80-603 Interest of member upon resignation
§ 7-80-604 Distribution in kind
§ 7-80-605 Right to distribution
§ 7-80-606 Limitations on distribution
§ 7-80-607 Liability upon return of contribution

Part 7 MEMBERS

§ 7-80-700.3 Definitions
§ 7-80-701 Admission of members
§ 7-80-702 Interest in limited liability company - transferability of interest
§ 7-80-703 Rights of creditor against a member
§ 7-80-704 Deceased or incompetent members who are individuals - dissolved or terminated members who are legal entities
§ 7-80-705 Liability of members and managers
§ 7-80-706 Voting
§ 7-80-707 Meetings of members
§ 7-80-708 Quorum of members - vote required
§ 7-80-709 Notice of members' meetings
§ 7-80-710 Waiver of notice
§ 7-80-711 Action by members without a meeting
§ 7-80-712 Information and accounting
§ 7-80-713 Derivative proceeding - standing
§ 7-80-714 Derivative proceeding - demand
§ 7-80-715 Stay of derivative proceeding
§ 7-80-716 Dismissal of derivative proceeding
§ 7-80-717 Discontinuance or settlement of derivative proceeding
§ 7-80-718 Payment of expenses - derivative proceeding
§ 7-80-719 Applicability of derivative proceeding to foreign limited liability companies

Part 8 DISSOLUTION

Subpart 1 VOLUNTARY DISSOLUTION

§ 7-80-801 Dissolution - time and notice of dissolution
§ 7-80-802 Statement of dissolution
§ 7-80-803 Effect of dissolution
§ 7-80-803.3 Right to wind up business
§ 7-80-803.5 Manager's or member's power to bind limited liability company after dissolution
§ 7-80-804 Disposition of known claims by notification
§ 7-80-805 Disposition of claims by publication
§ 7-80-806 Enforcement of claims against dissolved limited liability company

Subpart 2 ADMINISTRATIVE DISSOLUTION

§ 7-80-807 Grounds for administrative dissolution
§ 7-80-808 Procedure for and effect of administrative dissolution

Subpart 3 JUDICIAL DISSOLUTION

§ 7-80-809 Approval by judicial act
§ 7-80-810 Judicial dissolution
§ 7-80-811 Procedure for judicial dissolution
§ 7-80-812 Receivership or custodianship
§ 7-80-813 Decree of dissolution

Part 9 FOREIGN LIMITED LIABILITY COMPANIES

§ 7-80-901 Foreign limited liability companies
§ 7-80-902 Registered agent - service of process

Part 11 APPLICABILITY OF ARTICLE

§ 7-80-1101 Application to limited liability companies formed prior to July 1, 1994

Part 12 COLORADO ARTIST COMPANY ACT

§ 7-80-1201 Short title
§ 7-80-1202 Definitions
§ 7-80-1203 Artist company - requirements
§ 7-80-1204 Election to become an artist company
§ 7-80-1205 Application of article 80
§ 7-80-1206 Formation of artist company - articles of organization - public benefit artist company requirements
§ 7-80-1207 Ownership of equity
§ 7-80-1208 Governing body
§ 7-80-1209 Governance principles
§ 7-80-1210 Acceptance of capital
§ 7-80-1211 Fiduciary duties
§ 7-80-1212 Intellectual property as a capital contribution - assignment or exclusive licensing to artist company
§ 7-80-1213 Artistic work created during membership - restriction on transfer
§ 7-80-1214 Separation of economic rights from governance and control
§ 7-80-1215 Public benefit artist company - election
§ 7-80-1216 Public benefit artist company - duties of members and managers
§ 7-80-1217 Public benefit artist company - annual statements
§ 7-80-1218 Member transition
§ 7-80-1219 Reporting requirements
§ 7-80-1220 Limitation on liability - no private right of action
§ 7-80-1221 Dissolution and winding up - artistic work reversionary rights - distribution of assets
§ 7-80-1222 Effect on other limited liability companies
§ 7-80-1223 Jurisdiction - foreign artists
§ 7-80-1224 Timeline for implementation - repeal

Article 90 Colorado Corporations and Associations Act

Part 1 DEFINITIONS AND APPLICATION - SPECIAL RULES

§ 7-90-101 Short title
§ 7-90-102 Definitions
§ 7-90-102.5 Relationship between constituent documents and organic statutes
§ 7-90-103 Reservation of power to amend or repeal
§ 7-90-104 Nonapplication of uniform commercial code to owner's interest
§ 7-90-105 Notice
§ 7-90-106 Relation to electronic signatures in global and national commerce act
§ 7-90-107 Protection of member-specific data - nonprofit entities - rights and remedies - legislative declaration

Part 2 MERGER AND CONVERSION OF ENTITIES

§ 7-90-201 Conversion of an entity
§ 7-90-201.3 Plan of conversion
§ 7-90-201.4 Approval of plan of conversion
§ 7-90-201.7 Statement of conversion - when conversion effective
§ 7-90-202 Effect of conversion - entity unchanged
§ 7-90-203 Merger of entities
§ 7-90-203.1 Exchange of owner's interest
§ 7-90-203.3 Plan of merger - plan of exchange
§ 7-90-203.4 Approval of plan of merger or exchange
§ 7-90-203.7 Statement of merger - when merger effective
§ 7-90-203.8 Statement of owner's interest exchange
§ 7-90-204 Effect of merger
§ 7-90-204.3 Effect of an exchange
§ 7-90-204.5 Foreign entity resulting from conversion or surviving merger
§ 7-90-205 Scope of article - article not exclusive - repeal
§ 7-90-205.5 Abandonment or amendment of plan of merger, plan of conversion, or plan of exchange
§ 7-90-206 Appraisal rights, prohibitions, restrictions, and requirements

Part 3 FILING DOCUMENTS

§ 7-90-301 Filing requirements
§ 7-90-301.5 Act of causing document to be delivered for filing
§ 7-90-302 Forms and cover sheets - secretary of state to furnish upon request
§ 7-90-303 Filing, service, and copying fees - subpoenas
§ 7-90-304 Effective time and date of filed document
§ 7-90-304.5 Restated constituent filed document
§ 7-90-305 Correcting filed document
§ 7-90-305.5 Statement of change
§ 7-90-306 Filing duty of secretary of state - manner of filing - definition
§ 7-90-307 Appeal from secretary of state's refusal to file document
§ 7-90-308 Evidentiary effect of copy of filed document
§ 7-90-309 Certificates issued by secretary of state
§ 7-90-310 Proof of delivery for filing
§ 7-90-311 Powers
§ 7-90-312 Restated constituent filed documents
§ 7-90-313 Remedy for failure or refusal to file - presumptions
§ 7-90-314 Fraudulent filings - complaint - review - referral to attorney general - referral to administrative law judge - marking filing as fraudulent - deceptive trade practice - definition
§ 7-90-315 Working group - report - repeal

Part 4 SECRETARY OF STATE

§ 7-90-401 Powers
§ 7-90-402 Interrogatories by secretary of state - fraudulent business records - definition
§ 7-90-403 Notices by the secretary of state
§ 7-90-404 Distribution of information - student loan repayment and loan forgiveness programs

Part 5 ANNUAL REPORTS - STATEMENT OF PERSON NAMED IN FILED DOCUMENT

§ 7-90-501 Periodic reports - definitions
§ 7-90-502 Statement of person named in filed document

Part 6 ENTITY NAMES

§ 7-90-601 Entity name
§ 7-90-601.5 Domestic entity name and trade name of dissolved domestic entity
§ 7-90-601.6 Entity name of delinquent entity
§ 7-90-601.7 Foreign entity name and trade name of withdrawn foreign entity
§ 7-90-602 Reserved entity name
§ 7-90-603 Assumed entity name of foreign entity
§ 7-90-604 Registered true name of a foreign entity

Part 7 REGISTERED AGENT - SERVICE OF PROCESS - CHANGE OF PRINCIPAL OFFICE

§ 7-90-701 Registered agent - definition
§ 7-90-702 Change or resignation of registered agent
§ 7-90-703 Correction of registered agent
§ 7-90-704 Service on entities
§ 7-90-705 Change of principal office address
§ 7-90-706 Application to dissolved or delinquent entities
§ 7-90-707 Commercial registered agent
§ 7-90-708 Termination of commercial registered agent listing
§ 7-90-709 Change of commercial registered agent name or address
§ 7-90-710 Listing of entities represented by commercial registered agents

Part 8 FOREIGN ENTITIES

§ 7-90-801 Authority to transact business or conduct activities required
§ 7-90-802 Consequences of transacting business or conducting activities without authority
§ 7-90-803 Statement of foreign entity authority to transact business or conduct activities
§ 7-90-804 Change of statement of foreign entity authority to transact business or conduct activities
§ 7-90-805 Effect of statement of foreign entity authority
§ 7-90-806 Withdrawal of foreign entity
§ 7-90-807 Service on withdrawn foreign entity
§ 7-90-808 Grounds for revocation
§ 7-90-809 Procedure for and effect of revocation
§ 7-90-810 Appeal from revocation
§ 7-90-811 Application to existing foreign entities
§ 7-90-812 Foreign general partnerships
§ 7-90-813 Title 12 limitations

Part 9 DELINQUENCY - DISSOLUTION UPON EXPIRATION OF TERM - NOTICE TO CREDITORS BY ENFORCEMENT OF CLAIMS AGAINST DISSOLVED ENTITIES

Subpart 1 DELINQUENCY

§ 7-90-901 Grounds for delinquency
§ 7-90-902 Declaration of delinquency
§ 7-90-903 Effect of delinquency
§ 7-90-904 Cure of delinquency
§ 7-90-905 Appeal from declaration of delinquency
§ 7-90-906 Limited liability partnerships and limited liability limited partnerships

Subpart 2 DISSOLUTION UPON EXPIRATION OF TERM OR OF DELINQUENT ENTITY

§ 7-90-907 Dissolution upon expiration of term - repeal
§ 7-90-908 Dissolution of delinquent entity
§ 7-90-909 Notice of dissolution upon expiration of term
§ 7-90-910 Effect of dissolution under section 7-90-908

Subpart 3 NOTICE TO CREDITORS BY DISSOLVED ENTITIES - ENFORCEMENT OF CLAIMS AGAINST DISSOLVED ENTITIES

§ 7-90-911 Disposition of known claims by notification - definitions
§ 7-90-912 Disposition of claims by publication
§ 7-90-913 Enforcement of claims against a dissolved domestic entity
§ 7-90-914 Court proceedings
§ 7-90-915 Manager duties

Part 10 REINSTATEMENT OF DISSOLVED ENTITIES

§ 7-90-1001 Reinstatement after dissolution
§ 7-90-1002 Vote or consent required - effect of opposition
§ 7-90-1003 Articles of reinstatement
§ 7-90-1004 Entity name upon reinstatement
§ 7-90-1005 Effect of reinstatement

Article 101 General Provisions - Business Corporations

Part 1 SHORT TITLE AND RESERVATION OF POWER

§ 7-101-101 Short title
§ 7-101-102 Reservation of power to amend or repeal

Part 2 FILING DOCUMENTS

§ 7-101-201 Filing requirements
§ 7-101-202 Forms - secretary of state to furnish upon request - repeal
§ 7-101-203 Filing, service, and copying fees - subpoenas
§ 7-101-204 Effective time and date of document
§ 7-101-205 Correcting filed document
§ 7-101-206 Filing duty of secretary of state - manner of filing
§ 7-101-207 Appeal from secretary of state's refusal to file document
§ 7-101-208 Evidentiary effect of copy of filed document
§ 7-101-209 Certificates issued by secretary of state
§ 7-101-210 Proof of delivery for filing

Part 4 DEFINITIONS

§ 7-101-401 General definitions
§ 7-101-402 Notice

Part 5 PUBLIC BENEFIT CORPORATIONS

§ 7-101-501 Short title
§ 7-101-502 Law applicable to public benefit corporations - how formed
§ 7-101-503 Public benefit corporation - definitions - contents of articles of incorporation
§ 7-101-504 Nonprofit corporations
§ 7-101-505 Share certificates - notices regarding uncertificated shares
§ 7-101-506 Duties of directors
§ 7-101-507 Benefit report - definition
§ 7-101-508 Actions to enforce requirements of section 7-101-506 (1)
§ 7-101-509 No effect on other corporations

Article 102 Incorporation

§ 7-102-101 Incorporators
§ 7-102-102 Articles of incorporation
§ 7-102-103 Incorporation
§ 7-102-104 Unauthorized assumption of corporate powers
§ 7-102-105 Organization of corporation
§ 7-102-106 Bylaws
§ 7-102-107 Emergency bylaws
§ 7-102-108 Forum selection - definition

Article 103 Purposes and Powers

§ 7-103-101 Purposes and applicability
§ 7-103-102 General powers
§ 7-103-103 Emergency powers
§ 7-103-104 Ultra vires
§ 7-103-105 Agent may convey real estate - repeal
§ 7-103-106 Ratification of defective corporate actions - definitions

Article 104 Name

§ 7-104-101 Corporate name
§ 7-104-102 Reserved name

Article 105 Office and Agent

§ 7-105-101 Registered office and registered agent
§ 7-105-102 Change of registered office or registered agent - repeal
§ 7-105-103 Resignation of registered agent - repeal
§ 7-105-104 Service on corporation - repeal

Article 106 Shares and Distributions

Part 1 SHARES

§ 7-106-101 Authorized shares
§ 7-106-102 Terms of class or series determined by board of directors
§ 7-106-103 Issued and outstanding shares
§ 7-106-104 Fractional shares
§ 7-106-105 Reverse split

Part 2 ISSUANCE OF SHARES

§ 7-106-201 Subscription for shares
§ 7-106-202 Issuance of shares
§ 7-106-203 Liability of shareholders
§ 7-106-204 Share dividends
§ 7-106-205 Share options and other rights - definitions
§ 7-106-206 Form and content of certificates
§ 7-106-207 Shares without certificates
§ 7-106-208 Restriction on transfer of shares and other securities
§ 7-106-209 Expense of issue

Part 3 SUBSEQUENT ACQUISITION OF SHARES BY SHAREHOLDERS AND CORPORATION

§ 7-106-301 Shareholders' preemptive rights
§ 7-106-302 Corporation's acquisition of its own shares

Part 4 DISTRIBUTIONS

§ 7-106-401 Distributions to shareholders
§ 7-106-402 Unclaimed distributions

Article 107 Shareholders

Part 1 MEETINGS

§ 7-107-101 Annual meeting
§ 7-107-102 Special meeting
§ 7-107-103 Court-ordered meeting
§ 7-107-104 Action without meeting
§ 7-107-105 Notice of meeting
§ 7-107-106 Waiver of notice
§ 7-107-107 Record date
§ 7-107-108 Remote participation in shareholders' meetings - meetings held solely by remote participation

Part 2 VOTING

§ 7-107-201 Shareholders' list for meeting
§ 7-107-202 Voting entitlement of shares
§ 7-107-203 Proxies
§ 7-107-204 Shares held by intermediaries and nominees
§ 7-107-205 Corporation's acceptance of votes
§ 7-107-206 Quorum and voting requirements for voting groups
§ 7-107-207 Action by single and multiple voting groups
§ 7-107-208 Greater quorum or voting requirements
§ 7-107-209 Voting for directors - cumulative voting

Part 3 VOTING TRUSTS AND AGREEMENTS

§ 7-107-301 Voting trusts
§ 7-107-302 Voting agreements

Part 4 ACTIONS BY SHAREHOLDERS

§ 7-107-401 Definition of "shareholder" - repeal
§ 7-107-402 Actions by shareholders

Article 108 Directors and Officers

Part 1 BOARD OF DIRECTORS

§ 7-108-101 Requirement for board of directors
§ 7-108-102 Qualifications of directors
§ 7-108-103 Number and election of directors
§ 7-108-104 Election of directors by certain classes of shareholders
§ 7-108-105 Terms of directors generally
§ 7-108-106 Staggered terms for directors
§ 7-108-107 Resignation of directors
§ 7-108-108 Removal of directors by shareholders
§ 7-108-109 Removal of directors by judicial proceeding
§ 7-108-110 Vacancy on board
§ 7-108-111 Compensation of directors

Part 2 MEETINGS AND ACTION OF THE DIRECTORS

§ 7-108-201 Meetings
§ 7-108-202 Action without meeting
§ 7-108-203 Notice of meeting
§ 7-108-204 Waiver of notice
§ 7-108-205 Quorum and voting
§ 7-108-206 Committees

Part 3 OFFICERS

§ 7-108-301 Officers
§ 7-108-302 Duties of officers
§ 7-108-303 Resignation and removal of officers
§ 7-108-304 Contract rights with respect to officers

Part 4 STANDARDS OF CONDUCT

§ 7-108-401 Standards of conduct for directors and officers
§ 7-108-402 Standards of liabilities for directors
§ 7-108-403 Limitation of certain liabilities of directors and officers
§ 7-108-404 Limitation of certain remedies - definition
§ 7-108-405 Liability of directors for unlawful distributions

Part 5 DIRECTOR - CONFLICTS OF INTEREST

§ 7-108-501 Conflicting interest transaction - definition

Article 109 Indemnification

§ 7-109-101 Definitions
§ 7-109-102 Authority to indemnify directors
§ 7-109-103 Mandatory indemnification of directors
§ 7-109-104 Advance of expenses to directors
§ 7-109-105 Court-ordered indemnification - advance of expenses
§ 7-109-106 Determination and authorization of indemnification of directors
§ 7-109-107 Indemnification of officers, employees, fiduciaries, and agents
§ 7-109-108 Insurance
§ 7-109-109 Variation by corporate action
§ 7-109-110 Notice to shareholders of indemnification of director
§ 7-109-111 Exclusivity

Article 110 Amendment of Articles of Incorporation and Bylaws

Part 1 AMENDMENT OF ARTICLES OF INCORPORATION

§ 7-110-101 Authority to amend articles of incorporation
§ 7-110-102 Amendment of articles of incorporation by board of directors
§ 7-110-103 Amendment of articles of incorporation by board of directors and shareholders
§ 7-110-104 Voting on amendments of articles of incorporation by voting groups
§ 7-110-105 Amendment of articles of incorporation before issuance of shares
§ 7-110-106 Articles of amendment to articles of incorporation
§ 7-110-107 Restated articles of incorporation
§ 7-110-108 Amendment of articles of incorporation pursuant to reorganization
§ 7-110-109 Effect of amendment of articles of incorporation

Part 2 AMENDMENT OF BYLAWS

§ 7-110-201 Amendment of bylaws by board of directors or shareholders
§ 7-110-202 Bylaw changing quorum or voting requirement for shareholders
§ 7-110-203 Bylaws - changing quorum or voting requirement for directors - requiring a meeting place

Article 111 Merger, Share Exchange, and Redomestication

§ 7-111-101 Merger of domestic corporation
§ 7-111-101.5 Conversion of domestic corporation
§ 7-111-102 Owner's interest exchange involving domestic corporation
§ 7-111-103 Action on plan - merger, conversion, or exchange - definitions
§ 7-111-104 Merger of parent and subsidiary
§ 7-111-104.5 Statement of merger or conversion - repeal
§ 7-111-105 Statement of share exchange - repeal
§ 7-111-106 Effect of merger, conversion, or share exchange - repeal
§ 7-111-106.5 Merger with foreign entity
§ 7-111-107 Share exchange with foreign corporation - repeal
§ 7-111-108 Redomestication as a domestic insurer

Article 112 Sale of Property

§ 7-112-101 Sale or mortgage of property without shareholder approval
§ 7-112-102 Sale of property requiring shareholder approval

Article 113 Appraisal Rights

Part 1 RIGHT TO APPRAISAL AND PAYMENT FOR SHARES

§ 7-113-101 Definitions
§ 7-113-102 Right to appraisal
§ 7-113-103 Assertion of rights by nominees and beneficial owners

Part 2 PROCEDURE FOR EXERCISE OF APPRAISAL RIGHTS

§ 7-113-201 Notice of appraisal rights
§ 7-113-202 Notice of intent to demand payment
§ 7-113-203 Appraisal notice and form
§ 7-113-204 Perfection of rights - right to withdraw
§ 7-113-205 Payment
§ 7-113-206 After-acquired shares
§ 7-113-207 Procedure if shareholder is dissatisfied with payment or offer

Part 3 JUDICIAL APPRAISAL OF SHARES

§ 7-113-301 Court action
§ 7-113-302 Court costs and expenses

Part 4 OTHER REMEDIES

§ 7-113-401 Other remedies limited

Article 114 Dissolution

Part 1 VOLUNTARY DISSOLUTION

§ 7-114-101 Authorization of dissolution before issuance of shares
§ 7-114-102 Authorization of dissolution after issuance of shares
§ 7-114-102.5 Dissolution upon expiration of period of duration
§ 7-114-103 Articles of dissolution
§ 7-114-103.5 Name of dissolved corporation - repeal
§ 7-114-104 Revocation of dissolution
§ 7-114-105 Effect of dissolution
§ 7-114-106 Disposition of known claims by notification
§ 7-114-107 Disposition of claims by publication
§ 7-114-108 Enforcement of claims against dissolved corporation
§ 7-114-109 Service on dissolved corporation - repeal

Part 2 ADMINISTRATIVE DISSOLUTION

§ 7-114-201 Grounds for administrative dissolution
§ 7-114-202 Procedure for and effect of administrative dissolution
§ 7-114-203 Reinstatement following administrative dissolution - repeal
§ 7-114-204 Appeal from denial of reinstatement - repeal

Part 3 JUDICIAL DISSOLUTION

§ 7-114-301 Grounds for judicial dissolution
§ 7-114-302 Procedure for judicial dissolution
§ 7-114-303 Receivership or custodianship
§ 7-114-304 Decree of dissolution
§ 7-114-305 Election to purchase in lieu of dissolution

Part 4 MISCELLANEOUS

§ 7-114-401 Deposit with state treasurer

Article 115 Foreign Corporations

§ 7-115-101 Authority to transact business or conduct activities required

Article 116 Records, Information, and Reports

§ 7-116-101 Corporate records
§ 7-116-102 Inspection of corporate records by shareholder - definitions
§ 7-116-103 Scope of shareholder's inspection right
§ 7-116-104 Court-ordered inspection of corporate records
§ 7-116-105 Financial statements
§ 7-116-106 Information respecting shares
§ 7-116-107 Periodic report to secretary of state
§ 7-116-108 Statement of person named as director or officer
§ 7-116-109 Interrogatories by secretary of state

Article 117 Transition Provisions

§ 7-117-100.3 Definitions
§ 7-117-101 Application to existing corporations
§ 7-117-102 Application to foreign corporations
§ 7-117-103 Saving provisions
§ 7-117-104 Severability
§ 7-117-105 Effective date

Article 121 General Provisions - Nonprofit Corporations

Part 1 SHORT TITLE AND RESERVATION OF POWER

§ 7-121-101 Short title
§ 7-121-102 Reservation of power to amend or repeal

Part 2 FILING DOCUMENTS

§ 7-121-201 Filing requirements

Part 3 SECRETARY OF STATE

§ 7-121-301 Powers - repeal

Part 4 DEFINITIONS

§ 7-121-401 General definitions
§ 7-121-402 Notice

Part 5 PRIVATE FOUNDATIONS

§ 7-121-501 Private foundations

Part 6 JUDICIAL RELIEF

§ 7-121-601 Judicial relief

Article 122 Incorporation

§ 7-122-101 Incorporators
§ 7-122-102 Articles of incorporation
§ 7-122-103 Incorporation
§ 7-122-104 Unauthorized assumption of corporate powers
§ 7-122-105 Organization of nonprofit corporation
§ 7-122-106 Bylaws
§ 7-122-107 Emergency bylaws

Article 123 Purposes and Powers

§ 7-123-101 Purposes and applicability
§ 7-123-102 General powers
§ 7-123-103 Emergency powers
§ 7-123-104 Ultra vires
§ 7-123-105 Actions against nonprofit corporations

Article 124 Name

§ 7-124-101 Corporate name
§ 7-124-102 Reserved name

Article 125 Office and Agent

§ 7-125-101 Registered office and registered agent

Article 126 Members and Memberships

Part 1 ADMISSION OF MEMBERS AND LIABILITY TO THIRD PARTIES

§ 7-126-101 No requirement of members
§ 7-126-102 Admission
§ 7-126-103 Liability to third parties
§ 7-126-104 Consideration

Part 2 TYPES OF MEMBERSHIPS - MEMBERS' RIGHTS AND OBLIGATIONS

§ 7-126-201 Differences in rights and obligations of members
§ 7-126-202 Transfers
§ 7-126-203 Creditor's action against member

Part 3 RESIGNATION AND TERMINATION

§ 7-126-301 Resignation
§ 7-126-302 Termination, expulsion, or suspension
§ 7-126-303 Purchase of memberships
§ 7-126-304 Residential membership - return of consideration - cessation of periodic payments - time limits - effective date

Part 4 DERIVATIVE SUITS

§ 7-126-401 Derivative suits

Part 5 DELEGATES

§ 7-126-501 Delegates

Article 127 Members' Meetings and Voting

Part 1 MEETINGS

§ 7-127-101 Annual and regular meetings
§ 7-127-102 Special meeting
§ 7-127-103 Court-ordered meeting
§ 7-127-104 Notice of meeting
§ 7-127-105 Waiver of notice
§ 7-127-106 Record date - determining members entitled to notice and vote
§ 7-127-107 Action without meeting
§ 7-127-108 Meetings by telecommunication
§ 7-127-109 Action by written ballot

Part 2 VOTING

§ 7-127-201 Members list for meeting and action by written ballot
§ 7-127-202 Voting entitlement generally
§ 7-127-203 Proxies
§ 7-127-204 Nonprofit corporation's acceptance of votes
§ 7-127-205 Quorum and voting requirements for voting groups
§ 7-127-206 Action by single and multiple voting groups
§ 7-127-207 Lesser or greater quorum or greater voting requirements
§ 7-127-208 Voting for directors - cumulative voting
§ 7-127-209 Other methods of electing directors

Part 3 VOTING AGREEMENTS

§ 7-127-301 Voting agreements

Article 128 Directors and Officers

Part 1 BOARD OF DIRECTORS

§ 7-128-101 Requirement for board of directors
§ 7-128-102 Qualifications of directors
§ 7-128-103 Number of directors
§ 7-128-104 Election, appointment, and designation of directors
§ 7-128-105 Terms of directors generally
§ 7-128-106 Staggered terms for directors
§ 7-128-107 Resignation of directors
§ 7-128-108 Removal of directors
§ 7-128-109 Removal of directors by judicial proceeding
§ 7-128-110 Vacancy on board
§ 7-128-111 Compensation of directors

Part 2 MEETINGS AND ACTION OF THE BOARD

§ 7-128-201 Meetings
§ 7-128-202 Action without meeting
§ 7-128-203 Notice of meeting - rights of residential members
§ 7-128-204 Waiver of notice
§ 7-128-205 Quorum and voting
§ 7-128-206 Committees of the board

Part 3 OFFICERS

§ 7-128-301 Officers
§ 7-128-302 Duties of officers
§ 7-128-303 Resignation and removal of officers
§ 7-128-304 Contract rights with respect to officers

Part 4 STANDARDS OF CONDUCT

§ 7-128-401 General standards of conduct for directors and officers
§ 7-128-402 Limitation of certain liabilities of directors and officers
§ 7-128-403 Liability of directors for unlawful distributions

Part 5 DIRECTORS' CONFLICTING INTEREST TRANSACTIONS

§ 7-128-501 Conflicting interest transaction

Article 129 Indemnification

§ 7-129-101 Indemnification definitions
§ 7-129-102 Authority to indemnify directors
§ 7-129-103 Mandatory indemnification of directors
§ 7-129-104 Advance of expenses to directors
§ 7-129-105 Court-ordered indemnification of directors
§ 7-129-106 Determination and authorization of indemnification of directors
§ 7-129-107 Indemnification of officers, employees, fiduciaries, and agents
§ 7-129-108 Insurance
§ 7-129-109 Limitation of indemnification of directors
§ 7-129-110 Notice to voting members of indemnification of director

Article 130 Amendment of Articles of Incorporation and Bylaws

Part 1 AMENDMENT OF ARTICLES OF INCORPORATION

§ 7-130-101 Authority to amend articles of incorporation
§ 7-130-102 Amendment of articles of incorporation by board of directors or incorporators
§ 7-130-103 Amendment of articles of incorporation by board of directors and members
§ 7-130-104 Voting on amendments of articles of incorporation by voting groups
§ 7-130-105 Articles of amendment to articles of incorporation
§ 7-130-106 Restated articles of incorporation
§ 7-130-107 Amendment of articles of incorporation pursuant to reorganization
§ 7-130-108 Effect of amendment of articles of incorporation

Part 2 AMENDMENT OF BYLAWS

§ 7-130-201 Amendment of bylaws by board of directors or members
§ 7-130-202 Bylaw changing quorum or voting requirement for members
§ 7-130-203 Bylaw changing quorum or voting requirement for directors

Part 3 APPROVAL BY THIRD PERSONS AND TERMINATING MEMBERS OR REDEEMING OR CANCELING MEMBERSHIPS

§ 7-130-301 Approval by third persons
§ 7-130-302 Amendment terminating members or redeeming or canceling memberships

Article 131 Merger

§ 7-131-101 Merger
§ 7-131-101.5 Conversion
§ 7-131-102 Action on plan of conversion or merger
§ 7-131-103 Statement of merger or conversion
§ 7-131-104 Effect of merger or conversion
§ 7-131-105 Merger with foreign entity

Article 132 Sale of Property

§ 7-132-101 Sale of property
§ 7-132-102 Sale of property other than in regular course of activities

Article 133 Distributions

§ 7-133-101 Distributions prohibited
§ 7-133-102 Authorized distributions

Article 134 Dissolution

Part 1 VOLUNTARY DISSOLUTION

§ 7-134-101 Dissolution by incorporators or directors if no members
§ 7-134-102 Dissolution by directors and members
§ 7-134-103 Articles of dissolution
§ 7-134-104 Revocation of dissolution
§ 7-134-105 Effect of dissolution
§ 7-134-106 Disposition of known claims by notification
§ 7-134-107 Disposition of claims by publication
§ 7-134-108 Enforcement of claims against dissolved nonprofit corporation
§ 7-134-109 Service on dissolved nonprofit corporation - repeal

Part 2 ADMINISTRATIVE DISSOLUTION

§ 7-134-201 Grounds for administrative dissolution
§ 7-134-202 Procedure for and effect of administrative dissolution
§ 7-134-203 Reinstatement following administrative dissolution - repeal
§ 7-134-204 Appeal from denial of reinstatement - repeal
§ 7-134-205 Continuation as unincorporated association

Part 3 JUDICIAL DISSOLUTION

§ 7-134-301 Grounds for judicial dissolution
§ 7-134-302 Procedure for judicial dissolution
§ 7-134-303 Receivership or custodianship
§ 7-134-304 Decree of dissolution

Part 4 DISSOLUTION UPON EXPIRATION OF PERIOD OF DURATION

§ 7-134-401 Dissolution upon expiration of period of duration

Part 5 MISCELLANEOUS

§ 7-134-501 Deposit with state treasurer

Article 135 Foreign Nonprofit Corporations - Authority to Conduct Activities

§ 7-135-101 Authority to conduct activities required

Article 136 Records, Information, and Reports

§ 7-136-101 Corporate records
§ 7-136-102 Inspection of corporate records by members
§ 7-136-103 Scope of member's inspection right
§ 7-136-104 Court-ordered inspection of corporate records
§ 7-136-105 Limitations on use of membership list
§ 7-136-106 Financial statements
§ 7-136-107 Periodic report to secretary of state
§ 7-136-108 Statement of person named as director or officer
§ 7-136-109 Interrogatories by secretary of state

Article 137 Transition Provisions

Part 1 APPLICATION OF ACT

§ 7-137-100.3 Definitions
§ 7-137-101 Application to existing corporations
§ 7-137-102 Pre-1968 corporate entities - failure to file reports and designate registered agents - dissolution
§ 7-137-103 Application to foreign nonprofit corporations

Part 2 ELECTION BY PRE-1968 CORPORATE ENTITIES

§ 7-137-201 Procedure to elect to accept articles 121 to 137 of this title
§ 7-137-202 Statement of election to accept articles 121 to 137 of this title
§ 7-137-203 Filing statement of election to accept articles 121 to 137 of this title
§ 7-137-204 Effect of certificate of acceptance

Part 3 SAVING PROVISIONS

§ 7-137-301 Saving provisions

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