Consolidation

C.R.S. tit. 40, art. 22

in effect

C.R.S. § 40-22-101 Consolidation of roads - restrictions

40-22-101. Consolidation of roads - restrictions. It is lawful for any railroad company or corporation, organized or existing under the laws of this state, and whose line or road is made or is in the process of construction to the boundary line of the state or to any point either in or out of the state, under authority of its laws, to merge and consolidate its capital stock, franchises, and property into and with the capital stock, franchises, and property of any other railroad company or corporation organized and existing under the laws of any adjoining state whenever the two or more railroads of the companies or corporations so to be consolidated form a continuous line of railroad with each other or by means of any intervening railroad; and roads running to the bank of a river which is not bridged shall be held to be continuous. Nothing in this article shall be taken to authorize the consolidation of any company or corporation of this state with that of any other state, unless the laws of such other state authorize such consolidation; but parallel or competing lines of railroad shall not be consolidated.

C.R.S. § 40-22-102 Conditions necessary for consolidation

40-22-102. Conditions necessary for consolidation. (1) Said consolidation shall be made under the conditions, provisions, and restrictions and with the powers as follows: (a) The directors of the several corporations proposing to consolidate may enter into a joint agreement, under the corporate seal of each company, for the consolidation of said companies and railroads, and prescribing the terms and conditions thereof, the mode of carrying the same into effect, the name of the new corporation, the number and names of the directors and other officers thereof, who shall be the first directors and officers and their places of residence, the number of shares of the capital stock, the principal place of business of the new company in each state or territory traversed by its line of railway, and such other provisions as may be required by law to be inserted in an original certificate of incorporation, the manner of converting the capital stock of each of said companies into that of the new corporation, and how and when directors and officers shall be chosen, with such other details as they shall deem necessary to perfect such new organization and the consolidation of said companies and railroads. (b) Said agreement shall be submitted to the stockholders of each of the companies or corporations, at a meeting thereof, called separately, for the purpose of taking the same into consideration; due notice of the time and place of holding such meeting, and the object thereof, shall be given by written or printed notices, addressed to each of the persons in whose names the capital stock of said companies stands on the books thereof, and delivered to such persons respectively or sent to them by mail when their post-office addresses are known to the company and also by a general notice published in some newspaper in the city, town, or county where such company has its principal office or place of business. At the said meeting of stockholders, the agreement of the said directors shall be considered and a vote by ballot taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote; and said ballots shall be cast in person or by proxy, and, if a majority of all the votes of all the stockholders are for the adoption of said agreement, that fact shall be certified thereon by the secretaries of the respective companies under the seals thereof. The agreement so adopted, or a certified copy thereof, shall be filed in the office of the secretary of state and shall be deemed the agreement and act of consolidation of the said companies. A copy of said agreement and act of consolidation, duly certified by the secretary of state under the seal thereof, shall be evidence of the existence of said new corporation; but, if the mode of ratifying said agreement of consolidation in such other state or territory varies from the mode prescribed in this section, such agreement may be ratified by the railroad company or corporation of such other state or territory in the mode prescribed by the laws thereof.

C.R.S. § 40-22-103 Result of consolidation

40-22-103. Result of consolidation. Upon making and perfecting the agreement and act of consolidation and filing the same or a copy with the secretary of state, the several corporations which are parties thereto shall be deemed to be one corporation by the name provided in said agreement, possessing within this state all the rights, privileges, and franchises, and subject to all the restrictions, disabilities, and duties of each of such corporations so consolidated.

C.R.S. § 40-22-104 Property of each transferred

40-22-104. Property of each transferred. (1) Upon the consummation of said act of consolidation, all the rights, privileges, and franchises of each of said corporations, parties to the same, and all the property, real, personal, and mixed, and all debts due on whatever account, as well as stock subscriptions and other things in action, belonging to each of such corporations shall be deemed to be transferred to and vested in such new corporation without further act or deed. All property, all rights-of-way, and every other interest shall be as effectually the property of the new corporation as they were of the former corporations. (2) The title to real estate, either by deed or otherwise, under the laws of this state or of the United States, vested in any of such corporations, shall not be deemed to revert or be in any way impaired by reason of this article, nor shall the lien, operation, or effect of any trust deed or mortgage executed by any of the corporations so consolidating be in any way divested, impaired, or affected. The new corporation shall have the right to execute any future trust deed or mortgage upon its property, as shall be provided in the agreement of consolidation, not inconsistent with the laws of this state, and all debts, liabilities, and duties of either of said companies shall attach to said new corporation, and be enforced against it, to the same extent as if said debts, liabilities, and duties had been incurred or contracted by it.

C.R.S. § 40-22-105 Offices - one in this state

40-22-105. Offices - one in this state. Such new company, as soon as convenient after such consolidation, shall establish such offices as may be desired, one of which shall be at some point in this state on the line of its road, and may change the same to any other point in this state at pleasure, giving public notice thereof in some newspaper published in this state.

C.R.S. § 40-22-106 Consolidation of domestic and foreign corporation

40-22-106. Consolidation of domestic and foreign corporation. If any railroad company organized under the laws of this state consolidates with any railroad company organized under the laws of any other state or of the United States, the same shall not become a foreign corporation, and the courts of this state shall retain jurisdiction in all cases which may arise, as if said consolidation had not taken place.

C.R.S. § 40-22-107 Taxation

40-22-107. Taxation. The portion of the road of such consolidated company in this state and all its real estate and other property shall be subject to like taxation and assessed in the same manner and with like effect as property of other railroad companies within this state.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-40.docxFetched: 10/6/2026