General Provisions - Business Corporations

C.R.S. tit. 7, art. 101
in effect

C.R.S. § 7-101-101 Short title

7-101-101. Short title. Articles 101 to 117 of this title shall be known and may be cited as the "Colorado Business Corporation Act".

C.R.S. § 7-101-102 Reservation of power to amend or repeal

7-101-102. Reservation of power to amend or repeal. The general assembly has the power to amend or repeal all or part of articles 101 to 117 of this title at any time, and all domestic and foreign corporations subject to said articles shall be governed by the amendment or repeal.

C.R.S. § 7-101-201 Filing requirements

7-101-201. Filing requirements. (1) Part 3 of article 90 of this title, providing for the filing of documents, applies to any document filed or to be filed by the secretary of state pursuant to articles 101 to 117 of this title. (2) to (11) (Deleted by amendment, L. 2002, p. 1845, § 103, effective July 1, 2002; p. 1709, § 101, effective October 1, 2002.)

C.R.S. § 7-101-202 Forms - secretary of state to furnish upon request - repeal

7-101-202. Forms - secretary of state to furnish upon request - repeal. (Repealed)

C.R.S. § 7-101-203 Filing, service, and copying fees - subpoenas

7-101-203. Filing, service, and copying fees - subpoenas. (Repealed)

C.R.S. § 7-101-204 Effective time and date of document

7-101-204. Effective time and date of document. (Repealed)

C.R.S. § 7-101-206 Filing duty of secretary of state - manner of filing

7-101-206. Filing duty of secretary of state - manner of filing. (Repealed)

C.R.S. § 7-101-207 Appeal from secretary of state's refusal to file document

7-101-207. Appeal from secretary of state's refusal to file document. (Repealed)

C.R.S. § 7-101-208 Evidentiary effect of copy of filed document

7-101-208. Evidentiary effect of copy of filed document. (Repealed)

C.R.S. § 7-101-209 Certificates issued by secretary of state

7-101-209. Certificates issued by secretary of state. (Repealed)

C.R.S. § 7-101-210 Proof of delivery for filing

7-101-210. Proof of delivery for filing. (Repealed)

C.R.S. § 7-101-401 General definitions

7-101-401. General definitions. As used in articles 101 to 117 of this title 7, unless the context otherwise requires: (1) Repealed. (2) "Affiliate" means any person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the person specified. (3) "Articles of incorporation" includes amended articles of incorporation, restated articles of incorporation, and other instruments, however designated, on file in the records of the secretary of state, which have the effect of amending or supplementing in some respect the original or amended articles of incorporation. (4) Repealed. (5) "Authorized shares" means the shares of all classes which a domestic or foreign corporation is authorized to issue. (5.5) "Beneficial owner" means a person that owns the beneficial interest in shares. The beneficial owner may be a shareholder included in the records of the corporation or a person on whose behalf shares are registered in the name of an intermediary, a nominee, or a voting trust of which the person is a beneficiary. (6) "Bylaws" includes amended bylaws and restated bylaws. (7) "Cash" and "money" are used interchangeably in articles 101 to 117 of this title. Each of these terms includes: (a) Legal tender; (b) Negotiable instruments readily convertible into legal tender; and (c) Other cash equivalents readily convertible into legal tender. (8) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing or typing in contrasting italics, boldface, color, capitals, or underlining is conspicuous. (9) "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting shares, by contract, or otherwise. (10) (Deleted by amendment, L. 2000, p. 977, § 50, effective July 1, 2000.) (11) "Corporation" or "domestic corporation" means a corporation for profit which is not a foreign corporation, incorporated under or subject to the provisions of articles 101 to 117 of this title. (12) Repealed. (13) "Distribution" means a direct or indirect transfer by a corporation of money or other property, except its own shares, or incurrence of indebtedness by a corporation, to or for the benefit of any of its shareholders in respect of any of its shares. A distribution may be in any form, including a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; or distribution of indebtedness. (14) and (15) Repealed. (16) "Employee" includes an officer but not a director; except that a director may accept duties that make said director also an employee. (17) and (18) Repealed. (19) "Governmental subdivision" includes an authority, county, district, subdistrict, municipality, and any other political subdivision. (20) to (26) Repealed. (27) "Receive", when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means that the writing or other document is actually received: (a) By the corporation at its registered office or at its principal office; (b) By the secretary of the corporation, wherever the secretary is found; or (c) By any other person authorized by the bylaws or the board of directors to receive such writings, wherever such person is found. (28) "Record date" means the date, established under article 106 or 107 of this title, on which a corporation determines the identity of its shareholders and their shareholdings. The determination shall be made as of the close of business on the record date unless another time for doing so is stated when the record date is fixed. (28.3) and (28.5) Repealed. (28.6) "Related person" means, with respect to an individual: (a) The individual's spouse; article 106 or 107 of this title, on which a corporation determines the identity of its shareholders and their shareholdings. The determination shall be made as of the close of business on the record date unless another time for doing so is stated when the record date is fixed. (28.3) and (28.5) Repealed. (28.6) "Related person" means, with respect to an individual: (a) The individual's spouse; (b) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half-sibling, aunt, uncle, niece, or nephew, or spouse of any of them, of the individual or of the individual's spouse; (c) An individual living in the same home as the individual; (d) An entity, other than a corporation or an entity controlled by the corporation, controlled by the individual or any person specified in this subsection (28.6); (e) A domestic or foreign: (I) Business or nonprofit corporation, other than a corporation or an entity controlled by the corporation, of which the individual is a director; (II) Unincorporated entity of which the individual is a general partner or a member of the governing body; or (III) Individual, trust, or estate for whom or of which the individual is a trustee, guardian, personal representative, or similar fiduciary; or (f) A person that is, or an entity that is controlled by, an employer of the individual. (29) "Secretary" means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under section 7-108-301 (3) for the preparation and maintenance of minutes of the meetings of the board of directors and of the shareholders and of the other records and information required to be kept by the corporation under section 7-116-101 and for authenticating records of the corporation. (30) "Shareholder" means either the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a beneficial ownership certificate that meets the requirements of section 7-107-204 and is on file with the corporation. (31) "Shares" means the units into which the proprietary interests in a corporation are divided. (32) to (33) Repealed. (34) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation. (35) Repealed. (36) "Voting group" means all the shares of one or more classes or series that, under articles 101 to 117 of this title or under the articles of incorporation, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by articles 101 to 117 of this title or the articles of incorporation to vote generally on the matter are for that purpose a single voting group.

C.R.S. § 7-101-501 Short title

7-101-501. Short title. This part 5 shall be known and may be cited as the "Public Benefit Corporation Act of Colorado".

C.R.S. § 7-101-502 Law applicable to public benefit corporations - how formed

7-101-502. Law applicable to public benefit corporations - how formed. This part 5 applies to all public benefit corporations. If a corporation elects to become a public benefit corporation under this part 5 in the manner prescribed in this part 5, it is subject in all respects to the "Colorado Business Corporation Act", articles 101 to 117 of this title, and the "Colorado Corporations and Associations Act", article 90 of this title, except to the extent this part 5 imposes additional or different requirements, in which case such additional or different requirements apply.

C.R.S. § 7-101-503 Public benefit corporation - definitions - contents of articles of incorporation

7-101-503. Public benefit corporation - definitions - contents of articles of incorporation. (1) A public benefit corporation is a for-profit corporation organized under and subject to the requirements of the "Colorado Business Corporation Act", articles 101 to 117 of this title 7, or a domestic cooperative organized under article 55, 56, or 58 of this title 7 that is subject to the "Colorado Business Corporation Act", that is intended to produce a public benefit or public benefits and to operate in a responsible and sustainable manner. To that end, a public benefit corporation shall be managed in a manner that balances the shareholders' pecuniary interests, the best interest of those materially affected by the corporation's conduct, and the public benefit identified in its articles of incorporation. In its articles of incorporation, a public benefit corporation shall: (a) Identify within its statement of business or purpose pursuant to section 7-103-101 (1) one or more specific public benefits to be promoted by the public benefit corporation; and (b) State at the beginning of the articles of incorporation that it is a public benefit corporation. (2) "Public benefit" means one or more positive effects or reduction of negative effects on one or more categories of persons, entities, communities, or interests other than shareholders in their capacities as shareholders, including effects of an artistic, charitable, cultural, economic, educational, environmental, literary, medical, religious, scientific, or technological nature. (3) "Public benefit provisions" means the provisions of articles of incorporation contemplated by this part 5. (4) The domestic entity name of a public benefit corporation may contain the words "public benefit corporation", the abbreviation "P.B.C." or "Pub. Ben. Corp.", or the designation "PBC", which shall be deemed to satisfy the requirements of section 7-90-601 (3)(a), and must otherwise satisfy the requirements of section 7-102-102 (1)(a). If the name does not contain the language specified in this subsection (4), the public benefit corporation shall, before issuing unissued shares of stock or disposing of treasury shares, provide notice to any person to whom the stock is issued or who acquires the treasury shares that it is a public benefit corporation; except that the notice need not be provided if the issuance or disposal is pursuant to an offering registered under the federal "Securities Act of 1933", 15 U.S.C. sec. 77a et seq., as amended, or if, at the time of issuance or disposal, the public benefit corporation has a class of securities that is registered under the federal "Securities Exchange Act of 1934", 15 U.S.C. sec. 78b et seq., as amended.

C.R.S. § 7-101-504 Nonprofit corporations

7-101-504. Nonprofit corporations. A nonprofit corporation cannot be a constituent entity in connection with any merger with or conversion into a public benefit corporation.

C.R.S. § 7-101-505 Share certificates - notices regarding uncertificated shares

7-101-505. Share certificates - notices regarding uncertificated shares. A share certificate issued by a public benefit corporation must note conspicuously that the corporation is a public benefit corporation formed pursuant to this part 5. A statement sent by a public benefit corporation pursuant to section 7-106-207 must state conspicuously that the corporation is a public benefit corporation formed pursuant to this part 5.

C.R.S. § 7-101-506 Duties of directors

7-101-506. Duties of directors. (1) The board of directors shall manage or direct the business and affairs of a public benefit corporation in a manner that balances the pecuniary interests of the shareholders, the best interests of those materially affected by the corporation's conduct, and the specific public benefit identified in its articles of incorporation. (2) A director of a public benefit corporation: (a) Does not, by virtue of the public benefit provisions of section 7-101-503 (1), have a duty to any person on account of an interest of the person in the public benefit identified in the articles of incorporation or on account of an interest materially affected by the corporation's conduct; and (b) With respect to a decision implicating the balance requirement in subsection (1) of this section, will be deemed to satisfy the director's fiduciary duties to shareholders and the corporation if the director's decision is both informed and disinterested and not such that no person of ordinary, sound judgment would approve. (3) For the purposes of this section, a director's ownership of or other interest in the stock of a public benefit corporation does not, alone, create a conflict of interest on the part of the director with respect to the director's decision implicating the balancing requirement in subsection (1) of this section, except to the extent that the ownership or interest would create a conflict of interest if the corporation was not a public benefit corporation. In the absence of a conflict of interest, a failure to satisfy the balancing requirement specified in subsection (1) of this section does not, for the purposes of section 7-108-401 or 7-108-403 or article 109 of this title 7, constitute an act or omission that is not in good faith or a breach of the duty of loyalty.

C.R.S. § 7-101-507 Benefit report - definition

7-101-507. Benefit report - definition. (1) A public benefit corporation shall prepare an annual report that includes: (a) A narrative description of: (I) The ways in which the public benefit corporation promoted the public benefit identified in the articles of incorporation and the best interests of those materially affected by the public benefit corporation's conduct; (II) Any circumstances that have hindered the public benefit corporation's promotion of the identified public benefit and the best interests of those materially affected by the public benefit corporation's conduct; and (III) The process and rationale for selecting or changing the third-party standard used to complete the assessment pursuant to subsection (1)(b) of this section; and (b) An assessment of the overall social and environmental performance of the public benefit corporation against a third-party standard: (I) Applied consistently with any application of that standard in prior benefit reports; or (II) Accompanied by an explanation of the reasons for any inconsistent application. The assessment does not need to be performed, audited, or certified by a third party. (2) For purposes of subsection (1) of this section, "third-party standard" means a standard for defining, reporting, and assessing the overall corporate social and environmental performance, which standard is developed by an organization that is not controlled by the public benefit corporation or any of its affiliates and that makes publicly available the following information: (a) The criteria considered when measuring the social and environmental performance of a business, the relative weightings of those criteria, if any, and the process for development and revision of the standard; and (b) Any material owners of the organization that developed the third-party standard, the members of its governing body and how they are selected, and the sources of financial support for the organization, in sufficient detail to disclose any relationships that could reasonably be considered to compromise its independence. (3) A public benefit corporation that prepares a report pursuant to this section shall send it to each shareholder. (4) A public benefit corporation shall post all of its reports prepared pursuant to this section on the public portion of its website, if any, but the public benefit corporation may omit from the posted reports any financial or proprietary information included in the reports. (5) If a public benefit corporation does not have a website, the public benefit corporation shall provide a copy of its most recent report, without charge, to a person that requests a copy, but the public benefit corporation may omit any financial or proprietary information from the copy of the benefit report so provided.

C.R.S. § 7-101-508 Actions to enforce requirements of section 7-101-506 (1)

7-101-508. Actions to enforce requirements of section 7-101-506 (1). (1) Any action to enforce the requirements of section 7-101-506 (1), including any individual, derivative, or other type of action, may not be brought unless the parties bringing the action own, individually or collectively, as of the date of instituting the action, either: (a) At least two percent of the corporation's outstanding shares; or (b) In the case of a corporation with shares listed on a national securities exchange: (I) Two percent of the corporation's outstanding shares; or (II) Shares of the corporation with a market value of at least two million dollars. (2) This section does not relieve the parties bringing an action described in subsection (1) of this section from complying with other conditions applicable to a derivative action, including any rules of the court in which the action is filed.

C.R.S. § 7-101-509 No effect on other corporations

7-101-509. No effect on other corporations. (1) The existence of a provision of this part 5 does not of itself create an implication that a contrary or different rule of law is or would be applicable to a corporation or other entity that is not a public benefit corporation. (2) Except as provided in section 7-101-504, this part 5 does not affect a statute or rule of law that applies to a corporation that is not a public benefit corporation.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-07.docxFetched: 10/6/2026

Starting a business in Colorado? Colorado LLC guide: costs and requirements