§ 7-106-301 — Shareholders' preemptive rights

Colorado § 7-106-301

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Shares and Distributions

Text

(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:

(a) 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.

(b) 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.

(c) There is no preemptive right with respect to:

(I) Shares issued as compensation to directors, officers, agents, or
employees of the corporation or its subsidiaries or affiliates;

(II) 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;

(III) Shares that are issued within six months after the effective date of
incorporation; or

(IV) Shares sold otherwise than for cash.

(d) 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.

(e) 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.

(f) 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.

Legislative History

Source: L. 93: Entire article added, p. 761, � 1, effective July 1, 1994.