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Bill Detail: SB19-086

 

Title Update Business Entity Laws
Status Introduced In House - Assigned to Business Affairs & Labor + Appropriations (03/14/2019)
Bill Subjects
  • Business & Economic Development
House Sponsors S. Bird (D)
Senate Sponsors P. Lee (D)
House Committee Business Affairs and Labor
Senate Committee Judiciary
Date Introduced 01/17/2019
Description

The bill makes the following changes to the Colorado Business
Corporation Act (CBCA) and conforming changes to the Colorado
Corporations and Associations Act (CCAA):
  • Deletes definitions in the CCAA that are no longer
necessary (section 1);
  • Updates provisions in the CCAA to clarify conversions and
mergers of entities and exchanges of owners' interests in
entities (sections 2 through 18);

  • Updates provisions in the CCAA addressing the
requirements for the name of an entity formed under
Colorado law or qualified to do business in Colorado as a
foreign entity (sections 19 through 21);
  • Updates provisions in the CCAA regarding court
proceedings that may be filed by a dissolved Colorado
entity for a determination of the amount and form of
security to be provided for payment of claims that are
contingent or unknown or that arose from events occurring
after dissolution (sections 22 through 24);
  • Adds definitions to and updates definitions in the CBCA
(section 25);
  • Reorganizes certain provisions that are optional to include
in the articles of incorporation of a Colorado corporation so
that they appear in a single location to avoid confusion
(section 28);
  • Adds an optional forum selection provision similar to that
found in other states and the Model Business Corporation
Act (section 29);
  • Adds a provision for ratification of defective corporate
actions similar to that found in other states and the Model
Business Corporation Act (section 31);
  • Updates provisions for proxies and treatment for voting
purposes of shares held by intermediaries and nominees
(sections 32 and 33);
  • Updates provisions for the general standards of conduct for
directors and officers and standards of liabilities for
directors (section 36);
  • Updates provisions dealing with conflicting interest
transactions and corporate opportunities (section 37);
  • Updates provisions dealing with indemnification of
directors, officers, employees, fiduciaries, and agents, and
advancement of expenses (sections 39 through 47);
  • Updates provisions dealing with corporate mergers,
conversions, and exchanges by reference to the updated
provisions in the CCAA (sections 48 through 56);
  • Repeals and reenacts, with amendments, former article 113
of title 7, Colorado Revised Statutes, relating to dissenters'
rights and substitutes provisions to define the procedure to
obtain appraisal rights in lieu of dissenters' rights (section
57
); and
  • Updates the provisions providing for the grounds and
procedures for seeking judicial dissolution and providing
for an election by one or more shareholders to purchase
shares owned by the petitioning shareholders in lieu of
proceeding with judicial dissolution (sections 58 through
61
).
The bill also updates certain provisions of articles 55 and 56 of
title 7, Colorado Revised Statutes, regarding various forms of
cooperatives, as well as articles 41 (domestic associations organized as
savings and loan associations) and 103 (state banks) of title 11, Colorado
Revised Statutes, to be consistent with changes made in the CBCA
(sections 64 through 66, 69, and 70).

Committee Reports
with Amendments
Full Text
Full Text of Bill (pdf) (most recent)
Fiscal Notes Fiscal Notes (01/30/2019) (most recent)  
Additional Bill Documents Bill Documents
Including:
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  • Past fiscal notes
  • Committee activity and documents
  • Bill History
 
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Votes House and Senate Votes
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