C.R.S. Section 7-56-606
Effect of merger, conversion, consolidation, or share or equity capital exchange

(1)

The effect of a merger is determined by section 7-90-204.

(2)

The effect of a conversion is determined by section 7-90-202.

(3)

When a consolidation takes effect:

(a)

Each nonsurviving party to the consolidation consolidates into the surviving party, and the separate existence of every party to the consolidation except the surviving party ceases;

(b)

The title to all real estate and other property owned by each nonsurviving party is transferred to and vested in the surviving party without reversion or impairment. Such transfer to and vesting in the surviving party shall be deemed to occur by operation of law, and no consent or approval of any other person shall be required in connection with any such transfer or vesting unless such consent or approval is specifically required in the event of consolidation by law or by express provision in any contract, agreement, decree, order, or other instrument to which any of the parties so consolidated is a party or by which it is bound.

(c)

The surviving party has all liabilities of each party to the consolidation;

(d)

A proceeding pending against any party to the consolidation may be continued as if the consolidation did not occur or the surviving party may be substituted in the proceeding for the party whose existence ceased;

(e)

The articles of the surviving party are amended to the extent provided in the plan of consolidation; and

(f)

The shares of each such party to the consolidation that are to be converted into shares, obligations, or other securities of the surviving or any other party or into money or other property are converted, and the former holders of the shares or equity capital are entitled only to the rights provided in the statement of consolidation.

(4)

When a share or equity capital exchange takes effect, the shares or equity capital of each acquired party are exchanged as provided in the plan, and the former holders of the shares or equity capital are entitled only to the exchange rights provided in the articles of share or equity capital exchange.

Source: Section 7-56-606 — Effect of merger, conversion, consolidation, or share or equity capital exchange, https://leg.­colorado.­gov/sites/default/files/images/olls/crs2023-title-07.­pdf (accessed Oct. 20, 2023).

7‑56‑101
Short title 7‑56‑102
Legislative declaration 7‑56‑103
Definitions 7‑56‑104
Filings by the secretary of state 7‑56‑106
Periodic and other reports 7‑56‑107
Cooperative records 7‑56‑201
Articles of incorporation 7‑56‑202
Amendment of articles 7‑56‑203
Restated articles 7‑56‑204
Cooperatives desiring to relinquish provisions of this article 7‑56‑205
Entities formed under other law but subject to this article 7‑56‑208
Bylaws 7‑56‑209
Agricultural marketing cooperatives 7‑56‑210
Renewable energy cooperatives 7‑56‑301
Members 7‑56‑302
Member meetings - how called - notice 7‑56‑303
Members’ list for meeting 7‑56‑304
Quorum 7‑56‑305
Member voting 7‑56‑306
Reserves, distributions, and patronage refunds 7‑56‑307
Inspection of cooperative records by member 7‑56‑308
Scope of member’s inspection right 7‑56‑309
Court-ordered inspection 7‑56‑401
Directors - elections - remuneration - vacancy 7‑56‑402
Officers - titles - election - duties and authority - removal 7‑56‑403
Procedures for meetings of the board of directors 7‑56‑404
Removal of director by the membership or the board 7‑56‑405
Removal of director by judicial proceeding 7‑56‑406
Indemnification and personal liability of directors, officers, employees, and agents 7‑56‑407
Persons to be bonded 7‑56‑409
Registered agent - service of process 7‑56‑501
Powers 7‑56‑502
Marketing or purchasing contracts 7‑56‑503
Remedies for breach of marketing or purchasing contract 7‑56‑504
Inducing breach of marketing or purchasing contract 7‑56‑505
Purchases of property or other interests 7‑56‑506
Warehouse receipts - interest in warehouse entities 7‑56‑507
Application of other laws 7‑56‑508
Cooperatives not in restraint of trade 7‑56‑509
Exemption from securities laws 7‑56‑510
Renewable energy cooperatives - powers 7‑56‑601
Encumbering property 7‑56‑602
Merger, conversion, or consolidation or share or equity capital exchange 7‑56‑603
Procedure for consolidation, share or equity capital exchange, conversion, and merger 7‑56‑604
Merger of parent and subsidiary 7‑56‑604.5
Statement of merger or conversion 7‑56‑605
Statement of consolidation or share or equity capital exchange 7‑56‑606
Effect of merger, conversion, consolidation, or share or equity capital exchange 7‑56‑606.5
Merger with foreign entity 7‑56‑607
Consolidation or share or equity capital exchange with foreign business 7‑56‑608
Dissenters’ rights - definitions 7‑56‑609
Sale or other disposition of property without member approval 7‑56‑610
Sale or other disposition of property requiring member approval 7‑56‑701
Authorization of dissolution before issuance of memberships 7‑56‑702
Authorization of dissolution after issuance of memberships 7‑56‑703
Articles of dissolution 7‑56‑705
Effect of dissolution 7‑56‑714
Grounds for judicial dissolution 7‑56‑715
Procedure for judicial dissolution 7‑56‑716
Receivership or custodianship 7‑56‑717
Decree of dissolution 7‑56‑718
Certain assignments of assets in dissolution 7‑56‑801
Authority to transact business or conduct activities required 7‑56‑802
Registered agent - service of process 7‑56‑901
Application to existing cooperatives
Green check means up to date. Up to date

Current through Fall 2024

§ 7-56-606’s source at colorado​.gov