Colorado § 7-109-101 Definitions

Colorado Statutes

§ 7-109-101 — Definitions

Colorado § 7-109-101

Title 07Corporations

Art.Indemnification

This text of Colorado § 7-109-101 (Definitions) is published on Counsel Stack Legal Research, covering Colorado primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Colo. Rev. Stat. § 7-109-101 (2026).

Text

As used in this article 109:

(1)Corporation includes any domestic or foreign entity that is a predecessor of a corporation by reason of a merger or other transaction in which the predecessor's existence ceased upon consummation of the transaction.

(2)Director means an individual who is or was a director of a corporation or an individual who, while a director of a corporation, is or was serving at the corporation's request as a director, an officer, an agent, an associate, an employee, a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or in any other capacity with, another person or an employee benefit plan. A director is considered to be serving an employee benefit plan at the corporation's request if the director's duties to the corporation also impose

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As used in this article 109:

(1) Corporation includes any domestic or foreign entity that is a
predecessor of a corporation by reason of a merger or other transaction in which
the predecessor's existence ceased upon consummation of the transaction.

(2) Director means an individual who is or was a director of a corporation or
an individual who, while a director of a corporation, is or was serving at the
corporation's request as a director, an officer, an agent, an associate, an employee,
a fiduciary, a manager, a member, a partner, a promoter, or a trustee of, or in any
other capacity with, another person or an employee benefit plan. A director is
considered to be serving an employee benefit plan at the corporation's request if
the director's duties to the corporation also impose duties on, or otherwise involve
services by, the director to the plan or to participants in or beneficiaries of the plan.
Director includes, unless the context requires otherwise, the estate or personal
representative of a deceased director.

(3) Expenses includes counsel fees.

(4) Liability means the obligation incurred with respect to a proceeding to
pay a judgment, settlement, penalty, fine, including an excise tax assessed with
respect to an employee benefit plan, or reasonable expenses.

(5) Official capacity means, when used with respect to a director, the office
of director in a corporation and, when used with respect to a person other than a
director as contemplated in section 7-109-107, the office in a corporation held by
the officer or the employment, fiduciary, or agency relationship undertaken by the
employee, fiduciary, or agent on behalf of the corporation. Official capacity does
not include service for any other domestic or foreign corporation or other person or
employee benefit plan.

(6) Party includes a person who was, is, or is threatened to be made a
named defendant or respondent in a proceeding.

(7) Proceeding means any threatened, pending, or completed action, suit,
or proceeding, whether civil, criminal, administrative, arbitrative, or investigative
and whether formal or informal.

Legislative History

Source: L. 93: Entire article added, p. 789, � 1, effective July 1, 1994. L. 96: (2) amended, p. 1319, � 25, effective June 1. L. 2003: (2) amended, p. 2320, � 246, effective July 1, 2004. L. 2004: (2) amended, p. 1500, � 264, effective July 1. L. 2019: IP, (2), and (7) amended, (SB 19-086), ch. 166, p. 1937, � 37, effective July 1, 2020.