§ 7-113-301 — Court action

Colorado § 7-113-301

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Appraisal Rights

Text

(1) If a demand for payment under section 7-113-207 remains unresolved, the corporation shall commence a proceeding within sixty
days after receiving the payment demand and petition the court to determine the
fair value of the shares and accrued interest. If the corporation does not commence
the proceeding within the sixty-day period, it shall pay in cash to each shareholder
the amount the shareholder demanded pursuant to section 7-113-207 plus interest.

(2) The corporation shall commence the proceeding described in subsection
(1) of this section in:

(a) The district court for the county in this state in which the street address
of the corporation's principal office is located;

(b) The district court for the county in which the street address of its
registered agent is located if the corporation has no principal office in this state; or

(c) The district court for the city and county of Denver if the corporation has
no registered agent; except that, if the corporation is a foreign corporation without
a registered agent, the corporation shall commence the proceeding in the county in
this state where the principal office or registered office of the domestic corporation
that merged with the foreign corporation was located at the time of the merger.

(3) (a) The corporation shall:

(I) Make all shareholders whose demands remain unresolved, whether or not
residents of this state, parties to the proceeding as in an action against their shares;
and

(II) Serve all parties with a copy of the petition.

(b) Service on each shareholder demanding appraisal rights must be by
registered or certified mail or by electronic transmission to the address stated in
the shareholder's payment demand or, if no such address is stated in the payment
demand, to the address shown on the corporation's current record of shareholders
for the shareholder holding the shares as to which appraisal rights are demanded,
or as provided by law.

(4) The jurisdiction of the court in which the proceeding is commenced under
subsection (2) of this section is plenary and exclusive. The court may appoint one or
more persons as appraisers to receive evidence and recommend a decision on the
question of fair value. The appraisers have the powers described in the order
appointing them or in any amendment to the order. The shareholders demanding
appraisal rights are entitled to the same discovery rights as parties in other civil
proceedings. There is no right to a jury trial.

(5) Each shareholder made a party to the proceeding commenced under
subsection (2) of this section is entitled to judgment:

(a) For the amount, if any, by which the court finds the fair value of the
shareholder's shares, plus interest, exceeds the amount paid by the corporation for
the shares; or

(b) For the fair value, plus interest, of the shareholder's shares for which the
corporation elected to withhold payment under section 7-113-206.

Legislative History

Source: L. 2019: Entire article R&RE, (SB 19-086), ch. 166, p. 1958, � 56, effective July 1, 2020. L. 2021: (3)(b) amended, (HB 21-1124), ch. 41, p. 171, � 27, effective April 19.