C.R.S. § 7-111-101 Merger of domestic corporation
7-111-101. Merger of domestic corporation. One or more domestic corporations may merge with any other entity pursuant to section 7-90-203.
Merger, Share Exchange, and Redomestication
C.R.S. tit. 7, art. 111
in effectC.R.S. § 7-111-101.5 Conversion of domestic corporation
7-111-101.5. Conversion of domestic corporation. A domestic corporation may convert into any form of entity pursuant to section 7-90-201.
C.R.S. § 7-111-102 Owner's interest exchange involving domestic corporation
7-111-102. Owner's interest exchange involving domestic corporation. A domestic corporation may be party to an exchange of owner's interests with any other entity pursuant to section 7-90-203.1.
C.R.S. § 7-111-103 Action on plan - merger, conversion, or exchange - definitions
7-111-103. Action on plan - merger, conversion, or exchange - definitions. (1) After adopting a plan of conversion complying with section 7-90-201.3, a plan of merger complying with section 7-90-203.3, or a plan of exchange complying with section 7-90-203.3, the board of directors of the converting corporation, the board of directors of each corporation party to the merger, or the board of directors of each corporation party to the exchange shall submit the plan of conversion, plan of merger, or plan of exchange to its shareholders for approval, except as provided in subsection (7) of this section or in section 7-111-104.
(2) For a plan of conversion, a plan of merger, or a plan of exchange to be approved by the shareholders:
(a) The board of directors must recommend the plan of conversion, plan of merger, or plan of exchange to the shareholders 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 shareholders with the plan; and
(b) The shareholders entitled to vote on the plan of conversion, plan of merger, or plan of exchange must approve the plan as provided in subsection (5) of this section.
(3) The board of directors may condition the effectiveness of the plan of conversion, plan of merger, or plan of exchange on any basis.
(4) The corporation shall give notice, in accordance with section 7-107-105, to each shareholder entitled to vote on the plan of conversion, plan of merger, or plan of exchange of the shareholders' meeting at which the plan will be voted upon. The notice must state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion, plan of merger, or plan of exchange, and the notice must contain or be accompanied by a copy of the plan or a summary of the plan.
(5) Unless articles 101 to 117 of this title 7, including the provisions of section 7-117-101 (8), the articles of incorporation, bylaws adopted by the shareholders, or the board of directors acting pursuant to subsection (3) of this section require a greater vote, the plan of conversion, plan of merger, or plan of exchange must be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
(6) Separate voting by voting groups is required:
(a) On a plan of merger or a plan of conversion if the plan contains a provision that, if contained in an amendment to the articles of incorporation, would require action by one or more separate voting groups on the amendment under section 7-110-104;
(b) On a plan of exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
(7) Action by the shareholders of the surviving corporation on a plan of merger or by the shareholders of the acquiring corporation in a plan of exchange is not required if:
(a) The articles of incorporation of the surviving or acquiring corporation will not differ, except for amendments enumerated in section 7-110-102, from its articles of incorporation before the transaction;
(b) Each shareholder of the surviving or acquiring corporation whose shares were outstanding immediately before the transaction will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after the transaction;
(c) The number of voting shares outstanding immediately after the transaction, plus the number of voting shares issuable as a result of the transaction either by the conversion of securities issued pursuant to the transaction or by the exercise of rights and warrants issued pursuant to the transaction, will not exceed by more than twenty percent the total number of voting shares of the surviving or acquiring corporation outstanding immediately before the transaction; and
on, plus the number of voting shares issuable as a result of the transaction either by the conversion of securities issued pursuant to the transaction or by the exercise of rights and warrants issued pursuant to the transaction, will not exceed by more than twenty percent the total number of voting shares of the surviving or acquiring corporation outstanding immediately before the transaction; and
(d) The number of participating shares outstanding immediately after the transaction, plus the number of participating shares issuable as a result of the transaction either by the conversion of securities issued pursuant to the transaction or by the exercise of rights and warrants issued pursuant to the transaction, will not exceed by more than twenty percent the total number of participating shares outstanding immediately before the transaction.
(8) As used in subsection (7) of this section:
(a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions.
(b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
C.R.S. § 7-111-104 Merger of parent and subsidiary
7-111-104. Merger of parent and subsidiary. (1) By complying with the provisions of this section, a parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may either merge such subsidiary into itself or merge itself into such subsidiary.
(2) The board of directors of such parent corporation shall adopt, and its shareholders, if required by subsection (3) of this section, shall approve, a plan of merger that states:
(a) The entity names of such parent corporation and subsidiary and the entity name of the surviving corporation;
(b) The terms and conditions of the merger;
(c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into money or other property in whole or part;
(d) Any amendments to the articles of incorporation of the surviving corporation to be effected by the merger; and
(e) Any other provisions relating to the merger as are deemed necessary or desirable.
(3) No vote of the shareholders of such subsidiary shall be required with respect to the merger. If the subsidiary will be the surviving corporation, the approval of the shareholders of the parent corporation shall be sought in the manner provided in section 7-111-103 (1) to (6). If the parent will be the surviving corporation, no vote of its shareholders shall be required if all of the provisions of section 7-111-103 (7) are met with respect to the merger. If all of such provisions are not met, the approval of the shareholders of the parent shall be sought in the manner provided in subsections (1) to (6) of section 7-111-103.
(4) The parent corporation shall deliver a copy or summary of the plan of merger to each shareholder of the subsidiary, other than the parent corporation, that does not waive this delivery requirement in writing.
(5) The effective date of the merger is no earlier than:
(a) The date on which all shareholders of the subsidiary waived the delivery requirement of subsection (4) of this section; or
(b) Ten days after the date the parent delivered a copy or summary of the plan of merger to each shareholder of the subsidiary that did not waive the delivery requirement.
C.R.S. § 7-111-104.5 Statement of merger or conversion - repeal
7-111-104.5. Statement of merger or conversion - repeal. (Repealed)
C.R.S. § 7-111-105 Statement of share exchange - repeal
7-111-105. Statement of share exchange - repeal. (Repealed)
C.R.S. § 7-111-106 Effect of merger, conversion, or share exchange - repeal
7-111-106. Effect of merger, conversion, or share exchange - repeal. (Repealed)
C.R.S. § 7-111-106.5 Merger with foreign entity
7-111-106.5. Merger with foreign entity. (1) One or more domestic corporations may merge with one or more foreign entities if:
(a) The merger is permitted by section 7-90-203 (2);
(b) The foreign entity complies with section 7-90-203.7 if it is the surviving entity of the merger; and
(c) Each domestic corporation complies with the applicable provisions of sections 7-111-101 to 7-111-104 and, if it is the surviving corporation of the merger, with section 7-90-203.7.
(2) Upon the merger taking effect, the surviving foreign entity of a merger shall comply with section 7-90-204.5.
C.R.S. § 7-111-107 Share exchange with foreign corporation - repeal
7-111-107. Share exchange with foreign corporation - repeal. (Repealed)
C.R.S. § 7-111-108 Redomestication as a domestic insurer
7-111-108. Redomestication as a domestic insurer. (1) A foreign or alien insurer which seeks to change its domicile under section 10-3-125 or 10-3-126, C.R.S., shall submit articles of redomestication in triplicate to the commissioner of insurance and the attorney general for examination. After being approved by them, the articles of redomestication shall be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. A copy of such articles, certified by the secretary of state, shall be filed with the commissioner of insurance.
(2) The articles of redomestication shall state:
(a) The domestic entity name for the corporation, which domestic entity name shall comply with the requirements of sections 7-90-601 and 10-3-103, C.R.S.;
(b) The state in which the corporation was originally incorporated, the name under which it was so incorporated, the date of such incorporation, and the date the corporation was authorized to transact business or conduct activities as an insurance company in the state of its original incorporation;
(c) If the state in which the corporation was last incorporated is different from the state in which it was originally incorporated, the state in which the corporation was last incorporated, the entity name under which it was so incorporated, the date of such incorporation, and the date the corporation was authorized to transact business or conduct activities as an insurance company in the state of its last incorporation;
(d) The information regarding shares required by section 7-106-101;
(e) The registered agent name and registered agent address of the corporation's registered agent;
(f) The principal office address of the corporation's principal office;
(g) The names and mailing addresses of the persons serving as the directors and officers of such corporation; and
(h) A statement that, upon redomestication, the corporation accepts and will be subject to the law of this state.
(3) The articles of incorporation may but need not state:
(a) Provisions not inconsistent with law regarding:
(I) The current purpose or purposes of the corporation and the purpose or purposes which it intends to pursue after redomestication;
(II) Managing the business of the corporation and regulating its affairs;
(III) Defining, limiting, and regulating the powers of the corporation, its board of directors, and its shareholders;
(IV) A par value for authorized shares or classes of shares; and
(V) The imposition of personal liability on shareholders for the debts of the corporation to a stated extent and upon stated conditions; and
(b) Any provision that, under articles 101 to 117 of this title, is required or permitted to be stated in the bylaws.
(4) It shall not be necessary to state in the articles of redomestication any of the corporate powers enumerated in articles 101 to 117 of this title.
(5) In its articles of redomestication, the corporation may amend, restate, or revise its articles of incorporation or charter to the same extent, subject to the same limitations, and by the same procedures as those provisions governing the amendment, restatement, and revision of articles of incorporation as provided in articles 101 to 117 of this title.
(6) The corporation shall attach to the articles of redomestication:
(a) Its articles of incorporation or charter, as amended or restated, as in effect immediately before the filing of its articles of redomestication, duly authenticated by the proper officer in the jurisdiction of its last incorporation;
(b) A certificate to the effect that the corporation is in good standing in the jurisdiction of its last incorporation, duly authenticated by the proper officer in the jurisdiction of its last incorporation. The certificate shall be dated within ninety days before the filing of the articles of redomestication.
duly authenticated by the proper officer in the jurisdiction of its last incorporation;
(b) A certificate to the effect that the corporation is in good standing in the jurisdiction of its last incorporation, duly authenticated by the proper officer in the jurisdiction of its last incorporation. The certificate shall be dated within ninety days before the filing of the articles of redomestication.
(c) A resolution, duly certified by the secretary of the corporation, adopted by the affirmative vote of the shareholders entitled to cast at least a majority of the votes which all shareholders are entitled to cast thereon, and, if any class of shares is entitled to vote thereon as a class, the affirmative vote of the holders of at least a majority of the outstanding shares in each class of shares entitled to vote as a class thereon, consenting to the filing of the articles of redomestication and the renunciation, conditioned upon its redomestication as a domestic insurer, of its last articles of incorporation or charter.
(7) Upon the issuance by the secretary of state of a certificate of redomestication, a corporation shall be deemed to be domiciled in and incorporated under the law of this state; except that an insurer that has redomesticated in this state pursuant to section 10-3-125 or 10-3-126, C.R.S., shall be considered to be the same corporation as that corporation that existed under the law of the jurisdiction in which it was formerly domiciled and shall be considered as having been an operating insurer from the date that the corporation was authorized to transact business or conduct activities as an insurer in such jurisdiction.
(8) The certificate of redomestication shall serve the same purpose as articles of incorporation under articles 101 to 117 of this title.
(9) The certificate of redomestication, subject to the provisions of the law of this state relating to insurance, shall entitle the redomesticated corporation to all the powers, rights, and privileges granted to corporations incorporated in this state and shall subject the redomesticated corporation to all of the duties, liabilities, and limitations imposed upon domestic corporations but shall continue the corporation as if it had been originally incorporated under the law of this state. Upon the issuance of the certificate of redomestication by the secretary of state, the articles of redomestication shall constitute the articles of incorporation of the corporation.
(10) Any domestic insurer, subject to and in compliance with section 10-3-125 (2), C.R.S., may change its domicile from this state to any other state in which it is authorized to transact business or conduct activities and, in connection therewith, shall submit to the commissioner of insurance a copy of the articles of redomestication or their equivalent, duly authenticated by the proper officer of its new state of domicile, and a certificate of good standing or its equivalent from that state. Upon approval by the commissioner of insurance, the copy of the articles of redomestication and certificate of good standing, or their equivalents, from the new state of domicile shall be delivered to the secretary of state for filing pursuant to part 3 of article 90 of this title. Upon the filing of such documents by the secretary of state, the domestic insurer shall cease to be a domestic corporation and a domestic insurer and, if otherwise qualified, shall become a foreign corporation and foreign insurer authorized to transact business or conduct activities in this state effective as of the date of its redomestication by the new state of domicile as stated in its articles of redomestication.
uch documents by the secretary of state, the domestic insurer shall cease to be a domestic corporation and a domestic insurer and, if otherwise qualified, shall become a foreign corporation and foreign insurer authorized to transact business or conduct activities in this state effective as of the date of its redomestication by the new state of domicile as stated in its articles of redomestication.
(11) All certificates of redomestication issued by the secretary of state shall state the date on which the articles of redomestication were filed and, based upon the information submitted to the secretary of state pursuant to this section, the date from which the corporation existed and operated as an insurer, which shall be the date the insurer was incorporated in the jurisdiction of its original incorporation.
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