Colorado § 7-55-112 Merger, conversion, or consolidation

Colorado Statutes

§ 7-55-112 — Merger, conversion, or consolidation

Colorado·Title 07 Corporations·Art. Cooperatives - General

Two or more corporations
formed under articles 30 to 55 or subject to articles 121 to 137 or articles 101 to 117
of this title, or a similar law of any jurisdiction, may be merged or consolidated as a
cooperative association, or any cooperative association may convert into any form
of entity permitted by section 7-90-201, upon such terms and for such purpose and
by such domestic entity name as may be agreed upon, which domestic entity name
shall comply with part 6 of article 90 of this title. Such agreement shall also state
all the matters necessary to a statement of merger, statement of conversion, or
articles of consolidation and shall be approved by a two-thirds majority of the
members of the boards of directors and a two-thirds majority vote of the members
or stockholders of 

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Two or more corporations
formed under articles 30 to 55 or subject to articles 121 to 137 or articles 101 to 117
of this title, or a similar law of any jurisdiction, may be merged or consolidated as a
cooperative association, or any cooperative association may convert into any form
of entity permitted by section 7-90-201, upon such terms and for such purpose and
by such domestic entity name as may be agreed upon, which domestic entity name
shall comply with part 6 of article 90 of this title. Such agreement shall also state
all the matters necessary to a statement of merger, statement of conversion, or
articles of consolidation and shall be approved by a two-thirds majority of the
members of the boards of directors and a two-thirds majority vote of the members
or stockholders of each association, nonprofit corporation, or corporation present
and voting in person or by mail ballot at any regular or special meeting at which
prior notice, with mail ballot attached, had been mailed to each member or
stockholder stating the plan of merger, conversion, or consolidation; except that
cooperative associations with less than one hundred members may post notice of
such plan of merger or consolidation in a conspicuous place at its normal place of
business for at least thirty days prior to such meeting. A statement of merger
complying with section 7-90-203.7, a statement of conversion complying with
section 7-90-201.7, or articles of consolidation shall be delivered to the secretary of
state, for filing pursuant to part 3 of article 90 of this title, and a certificate of the
secretary of state as to the fact of such filing shall be recorded in the office of each
county in which each party to the merger, conversion, or consolidation is situated.
From and after the filing of articles of consolidation, the former associations,
nonprofit corporations, or corporations comprising the component parts shall cease
to exist, and the consolidated cooperative association shall succeed to all rights,
duties, and powers prescribed in the agreement of consolidated associations,
nonprofit corporations, or corporations, not inconsistent with this article, and shall
be subject to all liabilities and obligations of the former component associations,
nonprofit corporations, or corporations and succeed to all property and interest
thereof and may adopt bylaws and do all things permitted by this article. The effect
of a conversion shall be as provided in section 7-90-202. The effect of a merger
shall be as provided in section 7-90-204.

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Legislative History

Source: L. 73: R&RE, p. 432, � 1. C.R.S. 1963: � 30-1-12. L. 83: Entire section amended, p. 871, � 26, effective July 1. L. 93: Entire section amended, p. 858, � 17, effective July 1, 1994. L. 96: Entire section amended, p. 544, � 9, effective July 1. L. 97: Entire section amended, p. 759, � 19, effective July 1, 1998. L. 2000: Entire section amended, p. 949, � 5, effective July 1. L. 2002: Entire section amended, p. 1813, � 14, effective July 1; entire section amended, p. 1678, � 12, effective October 1. L. 2003: Entire section amended, p. 2217, � 58, effective July 1, 2004. L. 2007: Entire section amended, p. 218, � 1, effective May 29.