§ 7-58-1607 — Merger of parent and subsidiary

Colorado § 7-58-1607

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Uniform Limited Cooperative Association Act

Text

(1) Notwithstanding sections
7-58-1605 and 7-58-1606, by complying with this section, any parent limited
cooperative association owning one hundred percent of the voting power,
memberships, or interests of a subsidiary may either merge the subsidiary into itself
or merge itself into the subsidiary.

(2) Subject to subsection (3) of this section, the boards of directors of the
parent association and of the subsidiary shall adopt by resolution a plan of merger
that states the following:

(a) The entity names of the parent association and subsidiary and the entity
name of the surviving entity;

(b) The terms and conditions of the proposed merger;

(c) The manner and basis of converting the shares of the parent association
and subsidiary into shares, obligations, or other securities of the surviving entity or
any other limited cooperative association into money or other property in whole or
part;

(d) Any amendments to the organizational documents of the surviving party
to be effected by the merger; and

(e) Any other provisions relating to the merger as are deemed necessary or
desirable.

(3) The members of the parent association are not required to vote on the
merger unless the articles, bylaws, or the board require otherwise; except that if, as
a result of the merger, the voting shares, memberships, or other interests of
members of the parent association would be materially altered, then the members
of the parent association have the right to vote on the plan of merger. If the
members of the parent association have the right to vote on the plan of merger, the
parent association shall mail a copy or summary of the plan of merger to each
member of the parent association who has the right to vote on the plan. Notice and
meeting requirements as provided for in this article shall apply.

(4) If the members of the parent limited cooperative association have the
right to vote on the plan of merger, unless the articles, bylaws, or the board
requires a greater vote, the plan of merger must be approved by a majority of the
members of the parent association present and voting on the plan in person or in
any other manner authorized by the association pursuant to section 7-58-515.

Legislative History

Source: L. 2011: Entire article added, (SB 11-191), ch. 197, p. 816, � 1, effective April 2, 2012.