Struck = removed from the bill ยท
added = the amendment's new text.
SecondHB1250_S_JUD.001 RegularNOT SessionAMENDED Seventy-thirdSENATE GeneralCOMMITTEE Assembly STATE OF COLORADOREFERENCE ENGROSSEDREPORT This_______________________________ VersionMarch Includes16, All2022 AmendmentsChair Adoptedof onCommittee SecondDate ReadingCommittee inon theJudiciary. House of Introduction LLS NO.
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Bill** Summary*** (Note:** *** **
This summary applies to this bill as introduced and does notreflectanyamendmentsthatmaybesubsequentlyadopted.Ifthisbill passes third reading in the house of introduction, a bill summary that applies to the reengrossed version of this bill will be available at http://leg.colorado.gov/.) Statutory Revision Committee.
The bill:
! Changes references to "owners' interest" to "owner's interest";
! Repeals a provision exempting certain domestic entities d from a provision allowing reinstatement of an entity after n anadministrativedissolutionuponcompliancewithcertain e 2 E n , U U 1 Shading denotes HOUSE amendment.
Double underlining denotes SENATE amendment.
H i c Capital letters or bold & italic numbers indicate new material to be added to existing etatute.
Dashes through the words indicate deletions from existing statute.
R M conditions;
and ! Makes clarifying changes to the provision requiring notificationofratificationofdefectivecorporateactionsto holders of valid and putative shares.
Be it enacted by the General Assembly of the State of Colorado:
SECTION 1.
In Colorado Revised Statutes, 7-90-201.3, amend (1)(c) as follows:
7-90-201.3.
Plan of conversion.
(1) A plan of conversion must state:
(c) The terms and conditions of the conversion, including the manner and basis of changing the owners' OWNER S interests of the converting entity into owners'OWNER 'S interests or obligations of the resulting entity or into money or other property in whole or in part.
SECTION 2.
In Colorado Revised Statutes, 7-90-203.1, amend (1) and (3) as follows:
7-90-203.1.
Exchange of owner's interest.
(1) One or more domestic entities may acquire all owners'NER S interests of anyother entity or all of one or more classes, series, or types, in exchange for owners' OWNER 'S interests or other securities, obligations, rights to acquire owners'OWNER S interests, or other securities, cash, property, or any combination pursuant to a plan of exchange complying with section 7-90-203.3 and approved pursuant to section 7-90-203.4.
(3) This section does not limit the power of a domestic entity to acquire the owners'WNER 'Sinterests of anyother entityin a transaction other than an exchange.
SECTION 3.
In Colorado Revised Statutes, 7-90-203.3, amend (1) introductory portion, (1)(c), and (2)(a)(III) as follows:
-2- 1250 7-90-203.3.
Plan of merger - plan of exchange.
(1) A plan of merger shallMUST state:
(c) Thetermsandconditions of the merger, including the manner and basis of changing the owners' OWNER 'S interests of each merging entityintoowners'OWNER S interestsorobligationsofthesurvivingentity or into money or other property in whole or in part;
and (2) (a) A plan of exchange must state:
(III) The manner and basis of exchanging the owners' OWNER S interests to be acquired.
SECTION 4.
In Colorado Revised Statutes, 7-90-203.8, amend (1)(a) as follows:
7-90-203.8.
Statement of owner's interest exchange.
(1) After a plan of exchange is approved pursuant to section 7-90-203.4, the acquiring entity shall deliver to the secretary of state, for filing pursuant to part 3 of this article 90, a statement of owner's interest exchange stating:
(a) The entity name of each entity whose owners' OWNER S interestswillbeacquired,andtheprincipaloffice address of itsprincipal office;
SECTION 5.
In Colorado Revised Statutes, amend 7-90-204.3 as follows:
7-90-204.3.
Effect of an exchange.
When an exchange takes effect, the owners' OWNER 'S interests of each acquired entity are exchanged as provided in the plan, and the former holders of the owners' OWNER S interests areentitledonlytotheexchangerightsprovidedin the statementofowner'sinterestexchangeortotheirrightsundertheorganic statutes.
-3- 1250 SECTION 6.
In Colorado Revised Statutes, 7-90-205.5, amend (1)(b)(I) as follows:
7-90-205.5.
Abandonment or amendment of plan of merger, plan of conversion, or plan of exchange.
(1) After a plan of merger, a plan of conversion, or a plan of exchange is authorized, and at any time before the merger, conversion, or exchange takes effect:
(b) The plan of merger, plan of conversion, or plan of exchange maybe amended in accordance with the procedure stated in the plan, but the plan may not be amended to change:
(I) The amount or kind of owners'OWNER 'S interests or other securities, eligible interests, obligations, rights to acquire owners' OWNER S interests, other securities or eligible interests, cash, or other propertyto be received under the plan bythe owners of eligible interests in any party to the merger, conversion, or exchange;
SECTION7.
InColoradoRevisedStatutes,amend7-111-102as follows:
7-111-102.
Owner's interest exchange involving domestic corporation.
A domestic corporation may be party to an exchange of owners'OWNER S interests with any other entity pursuant to section 7-90-203.1.
SECTION8.
InColoradoRevisedStatutes,7-90-1002,repeal(3) as follows:
7-90-1002.
Vote or consent required - effect of opposition.
(3) This section shall not apply to a domestic entity that is described in thissubsection(3)andthatwasadministrativelydissolvedforanyreason otherthantheexpirationof theperiodof durationstatedinitsconstituent filed document until the later of January 1, 2006, or the following date, -4- 1250 as applicable:
(a) Inthecaseofacorporationthatwasadministrativelydissolved after July 1, 2002, the date that is three years after the date it was administratively dissolved;
(b) Inthecaseofanonprofitcorporationthatwasadministratively dissolved after July1, 1999, the date that is six years after the date it was administratively dissolved;
(c) In the case of a limited liability company that was administratively dissolved after July 1, 2001, the date that is four years after the date it was administratively dissolved.
SECTION 9.
In Colorado Revised Statutes, 7-103-106, amend (4)(a) as follows:
7-103-106.
Ratification of defective corporate actions - definitions.
(4) Notice requirements.
(a) (I) EPT AS SET FORTH IN SUBSECTION (4)(a)(IOFTHIS SECTION AND unless shareholder approval is required under subsection (2)(c) of this section, prompt notice of an action taken under subsection (2) of this section shall be given to each holderofvalidandputativeshares,regardlessofwhetherentitledtovote, as of:
(I)(A) The date of the action by the board of directors;
and (II)(B) The date of thedefective corporate action ratified.
except that (II) Notice is not required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.
SECTION 10.
Act subject to petition - effective date.
This act takes effect at 12:01 a.m.
on the day following the expiration of the -5- 1250 ninety-dayperiodafterfinaladjournmentofthegeneralassembly;except that, if a referendumpetition is filed pursuanttosection 1 (3) of article V of the state constitution against this act or an item, section, or part of this act within such period, then the act, item, section, or part will not take effect unless approved bythe people at the general election to be held in November 2022 and, in such case, will take effect on the date of the official declaration of the vote thereon by the governor.
-6- 1250