Colorado § 7-40-104 Additional powers - indemnification - liability

Colorado Statutes

§ 7-40-104 — Additional powers - indemnification - liability

Colorado § 7-40-104

Title 07Corporations

Art.Corporations Not For Profit

This text of Colorado § 7-40-104 (Additional powers - indemnification - liability) 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. § 7-40-104 (2026).

Text

(1)The certificate of incorporation or the bylaws of the corporation may provide the authority for the amendment of the certificate of incorporation or the bylaws, for the merging or consolidation of the corporation with another corporation, and for the exercising of any corporate function, power, right, duty, or privilege.

(2)(a) The certificate of incorporation or the bylaws of the corporation may set forth a provision limiting or eliminating the personal liability of directors to the same extent and in the same manner as is provided for cooperative associations in section 7-55-107 (1)(h).

(b)Any such corporation shall have the same powers, rights, and obligations and shall be subject to the same limitations as those that apply to domestic corporations, as set forth in arti

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(1) The certificate
of incorporation or the bylaws of the corporation may provide the authority for the
amendment of the certificate of incorporation or the bylaws, for the merging or
consolidation of the corporation with another corporation, and for the exercising of
any corporate function, power, right, duty, or privilege.

(2) (a) The certificate of incorporation or the bylaws of the corporation may
set forth a provision limiting or eliminating the personal liability of directors to the
same extent and in the same manner as is provided for cooperative associations in
section 7-55-107 (1)(h).

(b) Any such corporation shall have the same powers, rights, and obligations
and shall be subject to the same limitations as those that apply to domestic
corporations, as set forth in article 109 of this title 7. Corporation directors, officers,
employees, and agents shall have the same rights as directors, officers, employees,
and agents, respectively, of domestic corporations, as set forth in article 109 of this
title 7. Corporation directors and officers shall have the benefit of the same
limitations on personal liability for any injury to person or property arising out of a
tort, as set forth in section 7-108-403, for directors and officers, respectively, of
domestic corporations. Any reference in said sections to shareholders shall be
construed to refer to voting members or voting stockholders, if any, for the purpose
of this section.

Legislative History

Source: L. 51: p. 283, � 4. CSA: C. 41, � 175(1). CRS 53: � 31-20-4. C.R.S. 1963: � 31-19-4. L. 88: Entire section amended, p. 405, � 3, effective May 17. L. 93: (2)(b) amended, p. 855, � 7, effective July 1, 1994. L. 2003: (2)(b) amended, p. 2204, � 6, effective July 1, 2004. L. 2019: (2)(b) amended, (SB 19-086), ch. 166, p. 1964, � 62, effective July 1, 2020.