Colorado § 7-90-204.5 Foreign entity resulting from conversion or surviving merger

Colorado Statutes

§ 7-90-204.5 — Foreign entity resulting from conversion or surviving merger

Colorado § 7-90-204.5

Title 07Corporations

Art.Colorado Corporations and Associations Act

This text of Colorado § 7-90-204.5 (Foreign entity resulting from conversion or surviving merger) 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. § 7-90-204.5 (2026).

Text

(1)Upon a conversion of a domestic entity into a foreign entity, a merger of a domestic entity and a foreign entity in which the foreign entity is the surviving entity, or an exchange between a domestic entity and a foreign entity in which the foreign entity is the acquiring entity, the foreign entity:

(a)Shall either:

(I)Appoint a registered agent if the foreign entity has no registered agent and maintain a registered agent pursuant to part 7 of this article 90, whether or not the foreign entity is otherwise required to do so, to accept service in any proceeding to enforce any obligation or rights of shareholders seeking appraisal rights in any domestic entity party to the conversion, merger, or exchange or in any proceeding based on a cause of action arising with respect to

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(1) Upon a conversion of a domestic entity into a foreign entity, a merger of a
domestic entity and a foreign entity in which the foreign entity is the surviving
entity, or an exchange between a domestic entity and a foreign entity in which the
foreign entity is the acquiring entity, the foreign entity:

(a) Shall either:

(I) Appoint a registered agent if the foreign entity has no registered agent
and maintain a registered agent pursuant to part 7 of this article 90, whether or not
the foreign entity is otherwise required to do so, to accept service in any proceeding
to enforce any obligation or rights of shareholders seeking appraisal rights in any
domestic entity party to the conversion, merger, or exchange or in any proceeding
based on a cause of action arising with respect to any domestic entity party to the
conversion, merger, or exchange; or

(II) Be deemed to have authorized service of process on it in connection with
such causes of action by mailing in accordance with section 7-90-704 (2);

(b) Shall promptly pay to shareholders seeking appraisal rights in each
domestic entity party to the conversion, merger, or exchange the amount, if any, to
which they are entitled under the organic statutes; and

(c) Shall comply with part 8 of this article 90 if it is to transact business or
conduct activities in this state.

Legislative History

Source: L. 2004: Entire section added, p. 1474, � 207, effective July 1. L. 2006: (1)(a)(I) amended, p. 869, � 45, effective July 1. L. 2007: (1)(a)(I) amended, p. 240, � 25, effective May 29. L. 2019: Entire section amended, (SB 19-086), ch. 166, p. 1918, � 15, effective July 1, 2020.