2017 Colorado Revised Statutes
Title 7 - Corporations and Associations
Corporations - Continued
Article 102 - Incorporation
§ 7-102-102. Articles of incorporation
(1) The articles of incorporation shall state:
(a) The domestic entity name for the corporation, which domestic entity name shall comply with part 6 of article 90 of this title;
(b) The information regarding shares required by section 7-106-101;
(c) The registered agent name and registered agent address of the corporation's initial registered agent;
(d) The principal office address of the corporation's initial principal office;
(e) The true name and mailing address of each incorporator.
(f) Repealed.
(2) The articles of incorporation may but need not state:
(a) The names and addresses of the individuals who are elected to serve as the initial directors;
(b) Provisions not inconsistent with law regarding:
(I) The purpose or purposes for which the corporation is incorporated;
(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;
(V) The imposition of personal liability on shareholders for the debts of the corporation to a stated extent and upon stated conditions; and
(c) Any provision that under articles 101 to 117 of this title is required or permitted to be stated in the bylaws.
(3) For corporations incorporated after December 31, 1958, if cumulative voting is not desired in the election of directors, a statement to that effect shall be made in the articles of incorporation. If no such statement is made, cumulative voting shall be mandatory in the election of directors, subject to the provisions of section 7-107-209. For corporations incorporated before January 1, 1959, the articles of incorporation shall state whether cumulative voting shall be allowed in the election of directors; and, if the articles of incorporation allow cumulative voting, shareholders shall be permitted to cumulate their shares in the election of directors as provided in section 7-107-209.
(4) The articles of incorporation need not state any of the corporate powers enumerated in articles 101 to 117 of this title.
(5) If articles 101 to 117 of this title condition any matter upon the presence of a provision in the bylaws, the condition is satisfied if such provision is present either in the articles of incorporation or the bylaws. If articles 101 to 117 of this title condition any matter upon the absence of a provision in the bylaws, the condition is satisfied only if the provision is absent from both the articles of incorporation and the bylaws.
