2018 Colorado Revised Statutes
Title 7 - Corporations and Associations
Corporations - Continued
Article 111 - Merger, Share Exchange, and Redomestication
§ 7-111-107. Share exchange with foreign corporation
(1) One or more domestic corporations may enter into a share exchange with one or more foreign corporations if:
(a) (Deleted by amendment, L. 2007, p. 248, § 49, effective May 29, 2007.)
(b) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the jurisdiction under the law of which the acquiring corporation is incorporated;
(c) The foreign corporation complies with section 7-111-105 if it is the acquiring corporation of the share exchange; and
(d) Each domestic corporation complies with the applicable provisions of sections 7-111-101 to 7-111-104 and, if it is the acquiring corporation of the share exchange, with section 7-111-105.
(1.5) (Deleted by amendment, L. 2007, p. 248, § 49, effective May 29, 2007.)
(2) Upon the share exchange taking effect, the acquiring foreign corporation of a share exchange:
(a) Shall either:
(I) Appoint a registered agent if the foreign corporation has no registered agent and maintain a registered agent pursuant to part 7 of article 90 of this title, whether or not the foreign corporation is otherwise subject to that part, to accept service in any proceeding to enforce any obligation or rights of dissenting shareholders of each domestic corporation party to the share exchange; or
(II) Be deemed to have authorized service of process on it in connection with any such proceeding by mailing in accordance with section 7-90-704 (2);
(b) Shall promptly pay to the dissenting shareholders of each domestic corporation party to the share exchange the amount, if any, to which they are entitled under article 113 of this title; and
(c) Shall comply with part 8 of article 90 of this title if it is to transact business or conduct activities in this state.
(3) (Deleted by amendment, L. 2004, p. 1505, § 277, effective July 1, 2004.)
(4) Subsection (2) of this section does not prescribe the only means, or necessarily the required means, of serving an acquiring foreign corporation of a share exchange.
(5) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange of shares or otherwise.
