Colorado Corporate Code, see Title 7, Article 90.

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Colorado Articles of Incorporation, Word Format.

Colorado Articles of Incorporation, PDF Format.

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Selected Colorado Corporate Statutes

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• 7-90-601. Entity name.
  (1) An entity name shall not contain any term the inclusion of which would violate any statute of this state.
  (2) An entity name of each domestic entity shall be distinguishable on the records of the secretary of state from every:
  1. Other entity name;
  2. Name that is reserved with the secretary of state under the laws of this state for another entity;
  3. Trade name that is registered with the secretary of state by another entity pursuant to section 7-71-101; and
  4. Trademark registered with the secretary of state by another entity pursuant to section 7-70-102.
  (3) In addition to the requirements of subsection (2) of this section:
  1. The entity name of a corporation shall contain the term "corporation", "incorporated", "company", or "limited" or an abbreviation of any of these terms; except that this paragraph (a) shall not apply to any of the following:
     1. A domestic corporation incorporated before January 1, 1959, whose domestic entity name has not been changed by amendment to its articles of incorporation effective after December 31, 1958;
     2. A domestic corporation incorporated under a statute of this state that permits the use of other names; or
     3. Savings and loan associations covered by section 11-41-102, C.R.S.
  2. The entity name of a nonprofit corporation may, but need not, contain the term "corporation", "incorporated", "company", or "limited" or any abbreviation of these terms.
  * * *
• 7-102-101. Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the secretary of state, for filing pursuant to part 3 of article 90 of this title. An incorporator who is a natural person shall be of the age of eighteen years or older.
• 7-102-102. Articles of incorporation.
  (1) The articles of incorporation shall set forth:
  1. An entity name for the corporation that satisfies the requirements of part 6 of article 90 of this title;
  2. The information regarding shares required by section 7-106-101;
  3. The street address of the corporation's initial registered office and the name of its initial registered agent at that office;
  4. The address of the corporation's initial principal office;
  5. The name and address of each incorporator; and
  6. Repealed.
  (2) The articles of incorporation may but need not set forth:
  1. The names and addresses of the individuals who are elected to serve as the initial directors;
  2. Provisions not inconsistent with law regarding:
     1. The purpose or purposes for which the corporation is incorporated;
     2. Managing the business of the corporation and regulating its affairs;
     3. Defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders;
     4. A par value for authorized shares or classes of shares;
     5. The imposition of personal liability on shareholders for the debts of the corporation to a specified extent and upon specified conditions; and
  3. Any provision that under articles 101 to 117 of this title is required or permitted to be set forth in the bylaws.
  (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 set forth 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.
• 7-102-103. Incorporation.
  (1) A corporation is incorporated when the articles of incorporation are filed by the secretary of state or, if a delayed effective date is specified pursuant to section 7-90-304 in the articles of incorporation as filed by the secretary of state and a certificate of withdrawal is not filed, on such delayed effective date. The corporate existence begins upon incorporation.
  (2) The secretary of state's filing of the articles of incorporation is conclusive that all conditions precedent to incorporation have been met.
• 7-102-104. Unauthorized assumption of corporate powers. All persons purporting to act as or on behalf of a corporation without authority to do so and without good faith belief that they have such authority shall be jointly and severally liable for all liabilities incurred or arising as a result thereof.
• 7-102-105. Organization of corporation.
  (1) After incorporation:
  1. If initial directors are not elected in the articles of incorporation, the incorporators may hold a meeting, at the call of a majority of the incorporators, to adopt initial bylaws, if desired, and to elect a board of directors; and
  2. The initial directors may hold a meeting, at the call of a majority of the directors, to adopt bylaws, if desired, to appoint officers, and to carry on any other business.
  (2) Action required or permitted by articles 101 to 117 of this title to be taken by incorporators at an organizational meeting may be taken without a meeting if the action is taken in the manner provided in section 7-108-202 for action by directors without a meeting.
  (3) An organizational meeting may be held in or out of this state.
• 7-102-106. Bylaws.
  (1) The board of directors or, if no directors have been elected, the incorporators may adopt initial bylaws. If neither the incorporators nor the board of directors have adopted initial bylaws, the shareholders may do so.
  (2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation.
• 7-103-101. Purposes and applicability.
  (1) Every corporation incorporated under articles 101 to 117 of this title has the purpose of engaging in any lawful business unless a more limited purpose is set forth in the articles of incorporation.
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• 7-103-105. Agent may convey real estate. Corporations, domestic and foreign, by written powers executed in the manner provided for the conveyance of real estate by corporations, may appoint agents or attorneys-in-fact to convey their real estate. All conveyances executed by such agents or attorneys-in-fact in the name of the corporation shall pass the legal title of the corporation to the real estate thereby conveyed, as effectually as if such conveyances had been executed by the corporation in the manner provided by law for the conveyance for real estate by corporations; and it shall not be necessary to affix the seal of the corporation to any conveyance so executed by such agent or attorney-in-fact.
• 7-105-101. Registered office and registered agent.
  (1) Each corporation shall continuously maintain in this state:
  1. A registered office; and
  2. A registered agent, who shall be:
     1. An individual who resides in this state and whose business office is identical with the registered office;
     2. A domestic corporation or domestic nonprofit corporation whose business office is identical with the registered office; or
     3. A foreign corporation or foreign nonprofit corporation authorized to transact business in this state whose business office is identical with the registered office.
  (2) A corporation shall not serve as its own registered agent.
• 7-106-101. Authorized shares.
  (1) The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class, and, before the issuance of shares of any class, the preferences, limitations, and relative rights of that class shall be described in the articles of incorporation. All shares of a class shall have preferences, limitations, and relative rights identical with those of other shares of the same class except to the extent otherwise permitted by section 7-106-102.
  (2) The articles of incorporation shall authorize:
  1. One or more classes of shares that together have unlimited voting rights; and
  2. One or more classes of shares, which may be the same class or classes as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.
  (3) The articles of incorporation may authorize one or more classes of shares that:
  1. Have special, conditional, or limited voting rights, or no right to vote; except that no condition, limitation, or prohibition on voting shall eliminate any right to vote provided by section 7-110-104;
  2. Are redeemable or convertible as specified in the articles of incorporation:
     1. At the option of the corporation, the shareholder, or another person or upon the occurrence of a designated event;
     2. For money, indebtedness, securities, or other property; or
     3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic facts or events;
  3. Entitle the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative, or partially cumulative; or
  4. Have preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
  (4) The description of the preferences, limitations, and relative rights of classes of shares in subsection (3) of this section is not exhaustive.
• 7-106-201. Subscription for shares.
  (1) A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation before the time the corporation is incorporated and accepts the subscription.
  (2) The acceptance by the corporation of a subscription entered into before incorporation and the authorization of the issuance of shares pursuant thereto are subject to section 7-106-202.
  (3) The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors shall be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.
  (4) Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.
  (5) If a subscriber defaults in payment of money or other property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as it might collect any other debt. Alternatively, unless the subscription agreement provides otherwise, the corporation may rescind the agreement and may sell the shares if the debt remains unpaid more than twenty days after the corporation sends written demand for payment to the subscriber.
  (6) A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to section 7-106-202.
• 7-106-202. Issuance of shares.
  (1) The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.
  (2) Subject to the limitations set forth in subsection (5) of this section, the board of directors may authorize the issuance of shares for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, and other securities of the corporation.
  (3) Before the corporation issues shares, the board of directors shall determine that the consideration received or to be received for the shares to be issued is adequate. In the absence of fraud in the transaction, that determination by the board of directors is conclusive insofar as the adequacy of such consideration relates to whether the shares are validly issued, fully paid, and nonassessable.
  (4) When the corporation receives the consideration for which the board of directors has authorized the issuance of shares, the shares issued therefor are fully paid and nonassessable.
  (5) The promissory note of a subscriber or an affiliate of the subscriber for shares shall not constitute consideration for the shares unless the note is negotiable and is secured by collateral, other than the shares, having a fair market value at least equal to the principal amount of the note. For the purposes of this subsection (5), "promissory note" means a negotiable instrument on which there is an obligation to pay independent of collateral and does not include a nonrecourse note.
  (6) Unless otherwise expressly provided in the articles of incorporation or bylaws, shares having a par value may be issued for less than the par value.
• 7-106-203. Liability of shareholders.
  (1) A purchaser from a corporation of shares issued by the corporation is not liable to the corporation or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued under section 7-106-202 or specified in a subscription agreement under section 7-106-201.
  (2) Unless otherwise provided in the articles of incorporation, a shareholder or a subscriber for shares of a corporation is not personally liable for the acts or debts of the corporation; except that such person may become personally liable by reason of the person's own acts or conduct.
  (3) Any person becoming an assignee or transferee of shares or of a subscription for shares in good faith and without knowledge or notice that the full consideration therefor has not been paid shall not be personally liable to the corporation or its creditors for any unpaid portion of such consideration.
• 7-106-301. Shareholders' preemptive rights.
  (1) The shareholders of a corporation do not have a preemptive right to acquire unissued shares except to the extent provided by subsections (3) to (6) of section 7-117-101 or the articles of incorporation.
  (2) A statement included in the articles of incorporation that "the corporation elects to have preemptive rights", or words of similar import, means that the following principles apply, except to the extent otherwise provided by subsections (3) to (6) of section 7-117-101 or the articles of incorporation:
  1. The shareholders have a preemptive right, subject to any uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the unissued shares upon the decision of the board of directors to issue them.
  2. A shareholder may waive the shareholder's preemptive right, and such waiver, if evidenced by a writing, is irrevocable even though it is not supported by consideration.
  3. There is no preemptive right with respect to:
     1. Shares issued as compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates;
     2. Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation or its subsidiaries or affiliates;
     3. Shares that are issued within six months after the effective date of incorporation; or
     4. Shares sold otherwise than for cash.
  4. Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.
  5. Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.
  6. Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person, for a period of one year after being offered to shareholders pursuant to such preemptive rights, at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of such one-year period is subject to the shareholders' preemptive rights.
  (3) For purposes of this section, "shares" includes a security convertible into or carrying a right to subscribe for or acquire shares.
• 7-117-101. Application to existing corporations.
  (1) For purposes of this article, "existing corporation" means any domestic corporation that was in existence on June 30, 1994, and that was incorporated under any general statute of this state providing for incorporation of corporations for profit if the power to amend or repeal the statute under which the corporation was incorporated was reserved.
  (2) Articles 101 to 117 of this title apply to all existing corporations.
  (3) Except to the extent the articles of incorporation of an existing corporation limit or deny preemptive rights, shareholders of such corporation shall have a preemptive right to acquire unissued shares or securities convertible into such shares or carrying a right to subscribe to or acquire shares; except that, unless otherwise provided in the articles of incorporation, such preemptive rights shall not exist:
  1. To acquire any shares issued to directors, officers, or employees pursuant to approval by the affirmative vote of the holders of a majority of the shares entitled to vote thereon or when authorized by and not inconsistent with a plan theretofore approved by such a vote of shareholders; or
  2. To acquire any shares sold otherwise than for cash.
  (4) Notwithstanding the provisions of subsection (3) of this section, unless the articles of incorporation of an existing corporation provide otherwise:
  1. Holders of shares of any class that is preferred or limited as to dividends or assets shall not be entitled to any preemptive right;
  2. Holders of shares of common stock shall not be entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations unless such shares are convertible into shares of common stock or carry a right to subscribe to or acquire shares of common stock; and
  3. Holders of common stock without voting powers shall have no preemptive right to shares of common stock with voting power.
  (5) To the extent that preemptive rights exist pursuant to subsections (3) and (4) of this section, the preemptive right shall be only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such right.
  (6) Nothing in subsections (3) and (4) of this section shall confer any preemptive right with respect to shares of a corporation incorporated before January 1, 1959, that have been or may be issued and subsequently acquired by such corporation and that have not been cancelled or restored to the status of authorized but unissued shares. Any such shares in existence on June 30, 1994, or acquired thereafter by any such corporation shall not be deemed to be restored to the status of authorized but unissued shares, for purposes of this subsection (6) only, notwithstanding the provisions of section 7-106-302.
  (7) Unless the articles of incorporation of an existing corporation contain a provision establishing the vote of shareholders required to amend the articles of incorporation, as contemplated in section 7-110-103, such amendment shall be approved by each voting group entitled to vote separately on the amendment by two-thirds of all the votes entitled to be cast on the amendment by that voting group.
  (8) Unless the articles of incorporation of an existing corporation contain a provision establishing the vote of shareholders required to approve a plan of merger or a plan of share exchange, as contemplated in section 7-111-103, such plan shall be approved by each voting group entitled to vote separately on the plan by two-thirds of all the votes entitled to be cast on the plan by that voting group. In the case of a corporation incorporated before July 1, 1978, each outstanding share of the corporation, other than a redeemable share that is not entitled to vote by reason of section 7-107-202 (4), shall be entitled to vote on the plan of merger or share exchange whether or not such share has voting rights under the provisions of the articles of incorporation, unless the articles of incorporation have been amended after June 30, 1978, by the same vote of shareholders which would have been necessary at the time of the amendment to approve the plan, so as to restrict or eliminate the right of such share to vote on such plan.
  (9) Unless the articles of incorporation of an existing corporation contain a provision establishing the vote of shareholders required to approve a transaction involving a sale, lease, exchange, or other disposition of all, or substantially all, of its property, with or without its good will, otherwise than in the usual and regular course of business, as contemplated in section 7-112-102 (1), such transaction shall be approved by each voting group entitled to vote separately on the transaction by two-thirds of all the votes entitled to be cast on the transaction by that voting group.
  (10) Unless the articles of incorporation of an existing corporation contain a provision establishing the vote of shareholders required to approve a proposal to dissolve the corporation as contemplated in section 7-114-102 or a proposal to revoke the dissolution of the corporation as contemplated in section 7-114-104, such proposal shall be approved by each voting group entitled to vote separately on the proposal by two-thirds of all the votes entitled to be cast on the proposal by that voting group. In the case of a corporation incorporated before July 1, 1978, each outstanding share of the corporation, other than a redeemable share that is not entitled to vote by reason of section 7-107-202 (4), shall be entitled to vote on a proposal to dissolve the corporation whether or not such share has voting rights under the provisions of the articles of incorporation, unless the articles of incorporation have been amended after June 30, 1978, by the same vote of shareholders which would have been necessary at the time of the amendment to approve the proposal, so as to restrict or eliminate the right of such share to vote on such proposal.
  (11) An amendment to the articles of incorporation of an existing corporation to reduce the vote required to take any action specified in subsections (7) to (10) of this section, which amendment may not reduce the required vote to less than that which would be required to take the action if the action were to be taken by a corporation formed on or after July 1, 1994, shall be adopted by the same vote and voting groups required to take the action specified in said subsections (7) to (10).
• 7-109-102. Authority to indemnify directors.
  (1) Except as provided in subsection (4) of this section, a corporation may indemnify a person made a party to a proceeding because the person is or was a director against liability incurred in the proceeding if:
  1. The person conducted himself or herself in good faith; and
  2. The person reasonably believed:
     1. In the case of conduct in an official capacity with the corporation, that his or her conduct was in the corporation's best interests; and
     2. In all other cases, that his or her conduct was at least not opposed to the corporation's best interests; and
  3. In the case of any criminal proceeding, the person had no reasonable cause to believe his or her conduct was unlawful.
  (2) A director's conduct with respect to an employee benefit plan for a purpose the director reasonably believed to be in the interests of the participants in or beneficiaries of the plan is conduct that satisfies the requirement of subparagraph (II) of paragraph (b) of subsection (1) of this section. A director's conduct with respect to an employee benefit plan for a purpose that the director did not reasonably believe to be in the interests of the participants in or beneficiaries of the plan shall be deemed not to satisfy the requirements of paragraph (a) of subsection (1) of this section.
  (3) The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the director did not meet the standard of conduct described in this section.
  (4) A corporation may not indemnify a director under this section:
  1. In connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation; or
  2. In connection with any other proceeding charging that the director derived an improper personal benefit, whether or not involving action in an official capacity, in which proceeding the director was adjudged liable on the basis that he or she derived an improper personal benefit.
• Indemnification permitted under this section in connection with a proceeding by or in the right of the corporation is limited to reasonable expenses incurred in connection with the proceeding.
• 7-109-103. Mandatory indemnification of directors. Unless limited by its articles of incorporation, a corporation shall indemnify a person who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the person was a party because the person is or was a director, against reasonable expenses incurred by him or her in connection with the proceeding.

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