Colorado § 7-114-105 Effect of dissolution

Colorado Statutes

§ 7-114-105 — Effect of dissolution

Colorado § 7-114-105

Title 07Corporations

Art.Dissolution

This text of Colorado § 7-114-105 (Effect of dissolution) 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. § 7-114-105 (2026).

Text

(1)A dissolved corporation continues its corporate existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, including:

(a)Collecting its assets;

(b)Disposing of its properties that will not be distributed in kind to its shareholders;

(c)Discharging or making provision for discharging its liabilities;

(d)Distributing its remaining property among its shareholders according to their interests; and

(e)Doing every other act necessary to wind up and liquidate its business and affairs.

(2)Dissolution of a corporation does not:

(a)Transfer title to the corporation's property;

(b)Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation's share tra

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(1) A dissolved corporation continues its
corporate existence but may not carry on any business except as is appropriate to
wind up and liquidate its business and affairs, including:

(a) Collecting its assets;

(b) Disposing of its properties that will not be distributed in kind to its
shareholders;

(c) Discharging or making provision for discharging its liabilities;

(d) Distributing its remaining property among its shareholders according to
their interests; and

(e) Doing every other act necessary to wind up and liquidate its business and
affairs.

(2) Dissolution of a corporation does not:

(a) Transfer title to the corporation's property;

(b) Prevent transfer of its shares or securities, although the authorization to
dissolve may provide for closing the corporation's share transfer records;

(c) Subject its directors or officers to standards of conduct different from
those prescribed in article 108 of this title;

(d) Change quorum or voting requirements for its board of directors or
shareholders; change provisions for selection, resignation, or removal of its
directors or officers or both; or change provisions for amending its bylaws or its
articles of incorporation;

(e) Prevent commencement of a proceeding by or against the corporation in
its name; or

(f) Abate or suspend a proceeding pending by or against the corporation on
the effective date of dissolution.

(3) A dissolved corporation may dispose of claims against it pursuant to
sections 7-90-911 and 7-90-912.

Legislative History

Source: L. 93: Entire article added, p. 824, � 1, effective July 1, 1994. L. 2004: (2)(e) amended, p. 1508, � 282, effective July 1. L. 2006: (3) added, p. 881, � 75, effective July 1.