Colorado § 7-110-107 Restated articles of incorporation

Colorado Statutes

§ 7-110-107 — Restated articles of incorporation

Colorado·Title 07 Corporations·Art. Amendment of Articles of

(1)The board of directors may restate the articles of incorporation at any time with or without shareholder action. If the corporation has not yet issued shares and no directors have been elected, its incorporators may restate the articles of incorporation at any time.

(2)The restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment requiring shareholder approval, it shall be adopted as provided in section 7-110-103.

(3)If the board of directors submits a restatement for shareholder action, the corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the restatement of the shareholders' meeting at which the restatement will be voted upon. The notice shall state t

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(1) The board of directors may
restate the articles of incorporation at any time with or without shareholder action.
If the corporation has not yet issued shares and no directors have been elected, its
incorporators may restate the articles of incorporation at any time.

(2) The restatement may include one or more amendments to the articles of
incorporation. If the restatement includes an amendment requiring shareholder
approval, it shall be adopted as provided in section 7-110-103.

(3) If the board of directors submits a restatement for shareholder action,
the corporation shall give notice, in accordance with section 7-107-105, to each
shareholder entitled to vote on the restatement of the shareholders' meeting at
which the restatement will be voted upon. The notice shall state that the purpose,
or one of the purposes, of the meeting is to consider the restatement, and the
notice shall contain or be accompanied by a copy of the restatement that identifies
any amendment or other change it would make in the articles of incorporation.

(4) A corporation restating its articles of incorporation shall deliver to the
secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of
restatement stating:

(a) The domestic entity name of the corporation;

(b) The text of the restated articles of incorporation;

(c) Repealed.

(d) If the restatement was adopted by the board of directors or incorporators
without shareholder action, a statement to that effect and that shareholder action
was not required.

(5) Upon filing by the secretary of state or at any later effective date
determined pursuant to section 7-90-304, restated articles of incorporation
supersede the original articles of incorporation and all prior amendments to them.

Colorado § 7-110-107 (Restated articles of incorporation) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Legislative History

Source: L. 93: Entire article added, p. 798, � 1, effective July 1, 1994. L. 2002: IP(4) and (5) amended, p. 1848, � 116, effective July 1; IP(4) and (5) amended, p. 1713, � 116, effective October 1. L. 2003: IP(4) and (4)(a) amended, p. 2322, � 250, effective July 1, 2004. L. 2004: (4)(c) repealed, p. 1503, � 272, effective July 1.