2021 Colorado Code
Title 7 - Corporations and Associations
Article 113 - Appraisal Rights
Part 2 - Procedure for Exercise of Appraisal Rights
§ 7-113-204. Perfection of Rights - Right to Withdraw

1. A shareholder that receives notice pursuant to section 7-113-203 and that wishes to exercise appraisal rights must sign and return the form sent by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice given pursuant to section (2)(b)(II). In addition, if applicable, the shareholder must certify on the form whether the beneficial owner of the shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to section 7-113-203 (2)(a). If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under section 7-113-206. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed forms, that shareholder loses all rights as a shareholder unless the shareholder withdraws pursuant to subsection (2) of this section.
2. (b)(II)
3. A shareholder that does not sign and return the form and, in the case of certified shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in section 7-113-203 (2), is not entitled to payment under this article 113.

(2) A shareholder who has complied with subsection (1) of this section may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the corporation in writing by the date set forth in the appraisal notice given pursuant to section 7-113-203 (2)(b)(V) . A shareholder that fails to so withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent.

History. Source: L. 2019: Entire article R&RE,(SB 19-086), ch. 166, p. 1955, § 56, effective July 1, 2020.

This section is similar to former § 7-113-204 as it existed prior to July 1, 2020.

Law reviews. For article, “Dissenter's Rights in Colorado”, see 18 Colo. Law. 1101 (1989).

Even though a minority shareholder may have an action for compensatory damages as recognized by this section before the effective date of an action giving rise to the dissenter's rights, after the effective date of the action such pre-existing claims must be dismissed unless they fall within the narrow exception to the exclusivity requirement of § 7-113-102 (4) . Szaloczi v. Behrmann Revocable Trust, 90 P.3d 835 (Colo. 2004).