Dissolution

C.R.S. tit. 7, art. 134
in effect

C.R.S. § 7-134-101 Dissolution by incorporators or directors if no members

7-134-101. Dissolution by incorporators or directors if no members. (1) If a nonprofit corporation has no members, a majority of its directors or, if there are no directors, a majority of its incorporators may authorize the dissolution of the nonprofit corporation. (2) The incorporators or directors in approving dissolution shall adopt a plan of dissolution indicating to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.

C.R.S. § 7-134-102 Dissolution by directors and members

7-134-102. Dissolution by directors and members. (1) Unless otherwise provided in the bylaws, dissolution of a nonprofit corporation may be authorized in the manner provided in subsection (2) of this section. (2) For a proposal to dissolve the nonprofit corporation to be authorized: (a) The board of directors shall adopt the proposal to dissolve; (b) The board of directors shall recommend the proposal to dissolve to the members entitled to vote thereon unless the board of directors determines that, because of conflict of interest or other special circumstances, it should make no recommendation and communicates the basis for its determination to the members; and (c) The members entitled to vote on the proposal to dissolve shall approve the proposal to dissolve as provided in subsection (5) of this section. (3) The board of directors may condition the effectiveness of the dissolution, and the members may condition their approval of the dissolution, on any basis. (4) The nonprofit corporation shall give notice, in accordance with section 7-127-104, to each member entitled to vote on the proposal of the members' meeting at which the proposal to dissolve will be voted on. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the proposal to dissolve the nonprofit corporation, and the notice shall contain or be accompanied by a copy of the proposal or a summary thereof. (5) Unless articles 121 to 137 of this title, the articles of incorporation, bylaws adopted by the members, or the board of directors acting pursuant to subsection (3) of this section require a greater vote, the proposal to dissolve shall be approved by the votes required by sections 7-127-205 and 7-127-206 by every voting group entitled to vote on the proposal to dissolve. (6) The plan of dissolution shall indicate to whom the assets owned or held by the nonprofit corporation will be distributed after all creditors have been paid.

C.R.S. § 7-134-103 Articles of dissolution

7-134-103. Articles of dissolution. (1) At any time after dissolution is authorized, the nonprofit corporation may dissolve by delivering to the secretary of state, for filing pursuant to part 3 of article 90 of this title, articles of dissolution stating: (a) The domestic entity name of the nonprofit corporation; (b) The principal office address of the nonprofit corporation's principal office; and (c) That the nonprofit corporation is dissolved. (d) to (f) (Deleted by amendment, L. 2004, p. 1513, § 305, effective July 1, 2004.) (2) A nonprofit corporation is dissolved upon the effective date of its articles of dissolution. (3) Articles of dissolution need not be filed by a nonprofit corporation that is dissolved pursuant to section 7-134-401.

C.R.S. § 7-134-105 Effect of dissolution

7-134-105. Effect of dissolution. (1) A dissolved nonprofit corporation continues its corporate existence but may not carry on any activities except as is appropriate to wind up and liquidate its affairs, including: (a) Collecting its assets; (b) Returning, transferring, or conveying assets held by the nonprofit corporation upon a condition requiring return, transfer, or conveyance, which condition occurs by reason of the dissolution, in accordance with such condition; (c) Transferring, subject to any contractual or legal requirements, its assets as provided in or authorized by its articles of incorporation or bylaws; (d) Discharging or making provision for discharging its liabilities; (e) Doing every other act necessary to wind up and liquidate its assets and affairs. (2) Upon dissolution of a nonprofit corporation exempt under section 501 (c)(3) of the internal revenue code or corresponding section of any future federal tax code, the assets of such nonprofit corporation shall be distributed for one or more exempt purposes under said section, or to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the district court for the county in this state in which the street address of the nonprofit corporation's principal office is located, or, if the nonprofit corporation has no principal office in this state, by the district court of the county in which the street address of its registered agent is located, or, if the nonprofit corporation has no registered agent, the district court of the city and county of Denver exclusively for such purposes or to such organization or organizations, as said court shall determine, that are formed and operated exclusively for such purposes. (3) Dissolution of a nonprofit corporation does not: (a) Transfer title to the nonprofit corporation's property; (b) Subject its directors or officers to standards of conduct different from those prescribed in article 128 of this title; (c) Change quorum or voting requirements for its board of directors or members, change provisions for selection, resignation, or removal of its directors or officers, or both, or change provisions for amending its bylaws or its articles of incorporation; (d) Prevent commencement of a proceeding by or against the nonprofit corporation in its entity name; or (e) Abate or suspend a proceeding pending by or against the nonprofit corporation on the effective date of dissolution. (4) (Deleted by amendment, L. 2003, p. 2347, § 323, effective July 1, 2004.) (5) A dissolved nonprofit corporation may dispose of claims against it pursuant to sections 7-90-911 and 7-90-912.

C.R.S. § 7-134-106 Disposition of known claims by notification

7-134-106. Disposition of known claims by notification. (Repealed)

C.R.S. § 7-134-107 Disposition of claims by publication

7-134-107. Disposition of claims by publication. (Repealed)

C.R.S. § 7-134-108 Enforcement of claims against dissolved nonprofit corporation

7-134-108. Enforcement of claims against dissolved nonprofit corporation. (Repealed)

C.R.S. § 7-134-109 Service on dissolved nonprofit corporation - repeal

7-134-109. Service on dissolved nonprofit corporation - repeal. (Repealed)

C.R.S. § 7-134-201 Grounds for administrative dissolution

7-134-201. Grounds for administrative dissolution. (Repealed)

C.R.S. § 7-134-202 Procedure for and effect of administrative dissolution

7-134-202. Procedure for and effect of administrative dissolution. (Repealed)

C.R.S. § 7-134-203 Reinstatement following administrative dissolution - repeal

7-134-203. Reinstatement following administrative dissolution - repeal. (Repealed)

C.R.S. § 7-134-204 Appeal from denial of reinstatement - repeal

7-134-204. Appeal from denial of reinstatement - repeal. (Repealed)

C.R.S. § 7-134-205 Continuation as unincorporated association

7-134-205. Continuation as unincorporated association. (Repealed)

C.R.S. § 7-134-301 Grounds for judicial dissolution

7-134-301. Grounds for judicial dissolution. (1) A nonprofit corporation may be dissolved in a proceeding by the attorney general if it is established that: (a) The nonprofit corporation obtained its articles of incorporation through fraud; or (b) The nonprofit corporation has continued to exceed or abuse the authority conferred upon it by law. (2) A nonprofit corporation may be dissolved in a proceeding by a director or member if it is established that: (a) The directors are deadlocked in the management of the corporate affairs, the members, if any, are unable to break the deadlock, and irreparable injury to the nonprofit corporation is threatened or being suffered; (b) The directors or those otherwise in control of the nonprofit corporation have acted, are acting, or will act in a manner that is illegal, oppressive, or fraudulent; (c) The members are deadlocked in voting power and have failed, for a period that includes at least two consecutive annual meeting dates, to elect successors to directors whose terms have expired or would have expired upon the election of their successors; or (d) The corporate assets are being misapplied or wasted. (3) A nonprofit corporation may be dissolved in a proceeding by a creditor if it is established that: (a) The creditor's claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied, and the nonprofit corporation is insolvent; or (b) The nonprofit corporation is insolvent and the nonprofit corporation has admitted in writing that the creditor's claim is due and owing. (4) (a) If a nonprofit corporation has been dissolved by voluntary action taken under part 1 of this article: (I) The nonprofit corporation may bring a proceeding to wind up and liquidate its business and affairs under judicial supervision in accordance with section 7-134-105; and (II) The attorney general, a director, a member, or a creditor may bring a proceeding to wind up and liquidate the affairs of the nonprofit corporation under judicial supervision in accordance with section 7-134-105, upon establishing the grounds set forth in subsections (1) to (3) of this section. (b) As used in sections 7-134-302 to 7-134-304, a "proceeding to dissolve a nonprofit corporation" includes a proceeding brought under this subsection (4), and a "decree of dissolution" includes an order of court entered in a proceeding under this subsection (4) that directs that the affairs of a nonprofit corporation shall be wound up and liquidated under judicial supervision.

C.R.S. § 7-134-302 Procedure for judicial dissolution

7-134-302. Procedure for judicial dissolution. (1) A proceeding by the attorney general to dissolve a nonprofit corporation shall be brought in the district court for the county in this state in which the street address of the nonprofit corporation's principal office or the street address of its registered agent is located or, if the nonprofit corporation has no principal office in this state and no registered agent, in the district court for the city and county of Denver. A proceeding brought by any other party named in section 7-134-301 shall be brought in the district court for the county in this state in which the street address of the nonprofit corporation's principal office is located or, if it has no principal office in this state, in the district court for the county in which the street address of its registered agent is located, or, if the nonprofit corporation has no registered agent, in the district court for the city and county of Denver. (2) It is not necessary to make directors or members parties to a proceeding to dissolve a nonprofit corporation unless relief is sought against them individually. (3) A court in a proceeding brought to dissolve a nonprofit corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the activities of the nonprofit corporation until a full hearing can be held.

C.R.S. § 7-134-303 Receivership or custodianship

7-134-303. Receivership or custodianship. (1) A court in a judicial proceeding to dissolve a nonprofit corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage, the affairs of the nonprofit corporation. The court shall hold a hearing, after giving notice to all parties to the proceeding and any interested persons designated by the court, before appointing a receiver or custodian. The court appointing a receiver or custodian has exclusive jurisdiction over the nonprofit corporation and all of its property, wherever located. (2) The court may appoint an individual, a domestic entity, or a foreign entity authorized to transact business or conduct activities in this state, or a domestic or foreign nonprofit corporation authorized to transact business or conduct activities in this state as a receiver or custodian. The court may require the receiver or custodian to post bond, with or without sureties, in an amount stated by the court. (3) The court shall describe the powers and duties of the receiver or custodian in its appointing order which may be amended from time to time. Among other powers the receiver shall have the power to: (a) Dispose of all or any part of the property of the nonprofit corporation, wherever located, at a public or private sale, if authorized by the court; and (b) Sue and defend in the receiver's own name as receiver of the nonprofit corporation in all courts. (4) The custodian may exercise all of the powers of the nonprofit corporation, through or in place of its board of directors or officers, to the extent necessary to manage the affairs of the nonprofit corporation in the best interests of its members and creditors. (5) The court, during a receivership, may redesignate the receiver a custodian and during a custodianship may redesignate the custodian a receiver if doing so is in the best interests of the nonprofit corporation and its members and creditors. (6) The court from time to time during the receivership or custodianship may order compensation paid and expense disbursements or reimbursements made to the receiver or custodian and such person's counsel from the assets of the nonprofit corporation or proceeds from the sale of the assets.

C.R.S. § 7-134-304 Decree of dissolution

7-134-304. Decree of dissolution. (1) If after a hearing the court determines that one or more grounds for judicial dissolution described in section 7-134-301 exist, it may enter a decree dissolving the nonprofit corporation and stating the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the secretary of state for filing pursuant to part 3 of article 90 of this title. (2) After entering the decree of dissolution, the court shall direct the winding up and liquidation of the nonprofit corporation's activities in accordance with section 7-134-105 and the giving of notice to claimants in accordance with sections 7-90-911 and 7-90-912. (3) The court's order or decision may be appealed as in other civil proceedings.

C.R.S. § 7-134-401 Dissolution upon expiration of period of duration

7-134-401. Dissolution upon expiration of period of duration. (1) A nonprofit corporation shall be dissolved upon and by reason of the expiration of its period of duration, if any, stated in its articles of incorporation. (2) A provision in the articles of incorporation to the effect that the nonprofit corporation or its existence shall be terminated at a stated date or after a stated period of time or upon a contingency, or any similar provision, shall be deemed to be a provision for a period of duration within the meaning of this section. The occurrence of such date, the expiration of the stated period of time, the occurrence of such contingency, or the satisfaction of such provision shall be deemed to be the expiration of the nonprofit corporation's period of duration for purposes of this section.

C.R.S. § 7-134-501 Deposit with state treasurer

7-134-501. Deposit with state treasurer. Assets of a dissolved nonprofit corporation that should be transferred to a creditor, claimant, or member of the nonprofit corporation who cannot be found or who is not legally competent to receive them shall be reduced to cash and deposited with the state treasurer as property presumed to be abandoned under the provisions of article 13 of title 38, C.R.S.
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