Colorado § 7-90-1002 Vote or consent required - effect of opposition

Colorado Statutes

§ 7-90-1002 — Vote or consent required - effect of opposition

Colorado·Title 07 Corporations·Art. Colorado Corporations and Associations Act

(1)An entity eligible for reinstatement under section 7-90-1001 may be reinstated upon compliance with the following conditions:

(a)The affirmative vote or consent shall have been obtained from owners and other persons entitled to vote or consent at that time that is:

(I)Required for reinstatement under its constituent operating document; or

(II)If its constituent operating document does not state the vote or consent required for reinstatement, sufficient for dissolution under the organic statutes, or such greater or lesser vote or consent as is required for dissolution under its constituent operating document;

(b)Except as otherwise provided in the constituent operating document, the owners and other persons having authority under the entity's organic statutes and under i

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(1) An entity
eligible for reinstatement under section 7-90-1001 may be reinstated upon
compliance with the following conditions:

(a) The affirmative vote or consent shall have been obtained from owners
and other persons entitled to vote or consent at that time that is:

(I) Required for reinstatement under its constituent operating document; or

(II) If its constituent operating document does not state the vote or consent
required for reinstatement, sufficient for dissolution under the organic statutes, or
such greater or lesser vote or consent as is required for dissolution under its
constituent operating document;

(b) Except as otherwise provided in the constituent operating document, the
owners and other persons having authority under the entity's organic statutes and
under its constituent operating document to bring about or prevent dissolution of
the entity shall not have, before or at the time of the vote or consent required by
paragraph (a) of this subsection (1), voted against reinstatement or delivered to the
entity their written objection to reinstatement;

(c) In the case of an entity dissolved in an involuntary or judicial proceeding
initiated by one or more of the owners, the affirmative vote or consent of each such
owner shall have been obtained and shall be included in the vote or consent
required by paragraph (a) of this subsection (1);

(d) In the case of an entity dissolved in a proceeding initiated by one or more
creditors of the entity, the obligations of the entity to each such creditor shall have
been satisfied or discharged in full; and

(e) In the case of an entity dissolved in a proceeding initiated by the attorney
general, all grounds for the dissolution asserted by the attorney general shall have
been remedied, and the attorney general shall have consented to the
reinstatement.

(2) To the extent that an entity's constituent operating document or the
organic statutes provide for the voting rights of owners or other persons, for the
calling of meetings, for notices of meetings, for consents and actions of owners and
other persons without a meeting, for establishing a record date for meetings, or for
other matters concerning the voting or consent of owners and other persons, such
provisions shall govern the vote or consent required by paragraph (a) of subsection
(1) of this section with respect to the entity and the vote or objection of owners and
other persons provided for in paragraph (b) of subsection (1) of this section with
respect to the entity.

(3) Repealed.

Colorado § 7-90-1002 (Vote or consent required - effect of opposition) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

Legislative History

Source: L. 2003: Entire part added, p. 2311, � 217, effective July 1, 2004. L. 2004: IP(1), (1)(a)(II), (1)(b), (1)(c), and (2) amended, p. 1494, � 243, effective July 1. L. 2005: (1)(b) and (2) amended and (3) added, p. 1216, � 21, effective October 1. L. 2022: (3) repealed, (HB 22-1250), ch. 80, p. 398, � 8, effective August 10.