Colorado § 7-90-201.4 Approval of plan of conversion

Colorado Statutes

§ 7-90-201.4 — Approval of plan of conversion

Colorado § 7-90-201.4

Title 07Corporations

Art.Colorado Corporations and Associations Act

This text of Colorado § 7-90-201.4 (Approval of plan of conversion) 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. § 7-90-201.4 (2026).

Text

(1)In the case of domestic entities described in this subsection (1), the plan of conversion must be approved:

(a)In the case of a corporation, as provided in section 7-111-103;

(b)In the case of a nonprofit corporation, as provided in section 7-131-102;

(c)In the case of a cooperative formed under, or subject to, article 56 of this title 7, as provided in section 7-56-602; and

(d)In the case of a cooperative formed under article 55 of this title 7, as provided in section 7-55-112.

(2)In the case of a domestic entity other than an entity described in subsection (1) of this section, the plan of conversion must be approved as follows:

(a)If the primary constituent documents expressly provide for the approval of the plan of conversion, it must be approved in accordance with

Free access — add to your briefcase to read the full text and ask questions with AI

(1) In the case of domestic
entities described in this subsection (1), the plan of conversion must be approved:

(a) In the case of a corporation, as provided in section 7-111-103;

(b) In the case of a nonprofit corporation, as provided in section 7-131-102;

(c) In the case of a cooperative formed under, or subject to, article 56 of this
title 7, as provided in section 7-56-602; and

(d) In the case of a cooperative formed under article 55 of this title 7, as
provided in section 7-55-112.

(2) In the case of a domestic entity other than an entity described in
subsection (1) of this section, the plan of conversion must be approved as follows:

(a) If the primary constituent documents expressly provide for the approval
of the plan of conversion, it must be approved in accordance with those provisions.

(b) If subsection (2)(a) of this section does not apply, the plan of conversion
must be approved in accordance with the provisions of the primary constituent
documents that contain the most stringent terms for the approval of a plan of
merger.

(c) If subsections (2)(a) and (2)(b) of this section do not apply, the plan of
conversion must be approved in accordance with the provisions of the primary
constituent documents that contain the most stringent terms for the approval of an
amendment to the primary constituent documents or, if no such provisions exist,
the provisions of the organic statutes that contain the most stringent terms for the
approval of an amendment to the primary constituent documents.

(d) If subsections (2)(a), (2)(b), and (2)(c) of this section do not apply, the plan
of conversion must be approved by all of the owners of the converting entity.

(3) For purposes of this section, the provisions of the organic statutes and
constituent documents applicable to approval include provisions relating to any
preliminary approval by managers for submission to the owners, notices, quorum,
voting, and consent by owners or third parties. References in this section to the
most stringent provisions of the primary constituent documents or organic statutes
are references to those provisions of the documents or statutes that establish the
highest voting requirements.

(4) Nothing in this section permits a primary constituent document to contain
any provision proscribed by the organic statutes.

Legislative History

Source: L. 2007: Entire section added, p. 232, � 22, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1912, � 4, effective July 1, 2020.