S.B. 05-76 Corporate action without a shareholders' meeting - criteria and required written, signed consent - notice to nonconsenting shareholders. Amends the "Colorado Business Corporation Act" to allow the minimum number of shareholders of a Colorado corporation necessary to take action on an issue to take the action without a meeting if the shareholders holding shares having at least the minimum number of votes necessary to approve the action at a meeting at which all shares entitled to vote on the action were present and voted, rather than all of the shareholders entitled to vote on the proposed action, consent in writing to the action without a meeting and if the articles of incorporation expressly allow action without a shareholders' meeting under these circumstances.
Specifies that, if cumulative voting is allowed for the election of directors, shareholders may take action to elect or remove directors without a meeting only if the articles of incorporation do not require that such action be taken at a shareholders' meeting and all of the shareholders entitled to vote sign writings describing and consenting to the election or removal of the same directors.
Specifies that the requisite number of written and signed consents to corporate action without a shareholders' meeting must be received by the corporation within 60 days after receipt of the first such consent in order to take the action. States that the action is effective on the date of receipt of the last writing necessary to effect the action unless another effective date is specified in all the writings received by the corporation.
When a corporation acts without a meeting and without the unanimous consent of all the shareholders entitled to vote on the action, requires the corporation or shareholders taking action without a meeting to provide notice of the action to all shareholders who were entitled to vote on the action and who did not consent to the action without a meeting.
APPROVED by Governor April 22, 2005
EFFECTIVE April 22, 2005
H.B. 05-1149 Business entities - governance - annual report procedures - reinstatement of dissolved entities - conversion procedures - delinquency. Amends the corporations and associations laws to:
● Refer to a limited liability agreement as an operating agreement throughout;
● Clarify when a document becomes effective;
● Increase the secretary of state's ability to accept documents electronically;
● Clarify the process by which a statement of correction revokes a filed document;
● Modify procedures to be followed by the secretary of state in connection with annual report provisions; and
● Conform laws with regard to:
● Mergers of nonprofit entities; and
● Articles of reinstatement.
Specifies that if a resulting entity will have a constituent filed document filed with the secretary of state, then the converting entity must file a combined statement of conversion and constituent filed document with the secretary of state.
Establishes procedures under which the secretary of state determines the delinquency of a reporting entity. Specifies actions to be taken by the secretary of state in connection with such determination. Specifies the effect of delinquency. Specifies the procedures to be followed by the reporting entity in order to cure delinquency.
Authorizes the secretary of state to provide notice to an entity immediately prior to the expiration of an entity's term of existence. Specifies procedures to be followed by the secretary of state in connection with such notice.
Specifies procedures that allow a manager to file a statement of dissolution of delinquent entity for a delinquent entity that has been delinquent for 3 years or more.
APPROVED by Governor June 3, 2005
EFFECTIVE October 1, 2005
NOTE: This act was passed without a safety clause. For further explanation concerning
the effective date, see page vi of this digest.
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