2023 Colorado Revised Statutes
Title 7 - CORPORATIONS AND ASSOCIATIONS (§§ 7-1-101 — 7-137-301)
ASSOCIATIONS (§§ 7-55-101 — 7-58-1704)
Article 56 - COOPERATIVES (§§ 7-56-101 — 7-56-901)
Part 6 - PROPERTY ENCUMBRANCES, BUSINESS COMBINATIONS, AND PROPERTY SALES (§§ 7-56-601 — 7-56-610)
Section 7-56-604 - Merger of parent and subsidiary

• (1) Notwithstanding the provisions of sections 7-56-602 and 7-56-603, by complying with the provisions of this section, any parent cooperative owning one hundred percent of the voting shares, memberships, or interests and having a right to vote of a subsidiary may either merge such subsidiary into itself or merge itself into such subsidiary.

• (2) The boards of the parent cooperative and of the subsidiary shall adopt by resolution, and the members of both the parent cooperative and the subsidiary shall approve, a plan of merger that states the following:
  • (a) The entity names of the parent cooperative and subsidiary and the entity name of the surviving party;
  • (b) The terms and conditions of the proposed merger;
  • (c) The manner and basis of converting the shares of the parent cooperative and subsidiary into shares, obligations, or other securities of the surviving party or any other cooperative into money or other property in whole or part;
  • (d) Any amendments to the articles of the surviving party to be effected by the merger; and
  • (e) Any other provisions relating to the merger as are deemed necessary or desirable.

• (3) The members of the parent cooperative shall not be required to vote on the merger unless the articles, bylaws, or the board requires otherwise; except that if, as a result of the merger, the voting shares, memberships, or other interests of members of the parent cooperative would be materially altered, then the members of the parent cooperative shall have the right to vote on the plan of merger. If the members of the parent cooperative have the right to vote on the plan of merger, the parent cooperative shall mail a copy or summary of the plan of merger to each member of the parent cooperative who has the right to vote on the plan and all parties to the merger. Notice and meeting requirements as provided for in this article shall apply.

• (4) If the members of the parent cooperative have the right to vote on the plan of merger, unless the articles, bylaws, or the board requires a greater or lesser vote, the plan of merger, consolidation, or share or equity capital exchange shall be approved by a majority of the members of the parent cooperative present and voting on the plan in person or in any other manner authorized by the cooperative pursuant to section 7-56-305 (1). Upon approval of a plan of merger pursuant to this section, a statement of merger shall be delivered to the secretary of state, for filing pursuant to part 3 of article 90 of this title, and a copy of the statement of merger, certified by the secretary of state, shall be filed for record in each of the counties, if any, in which such filing is required by section 7-56-602 (3).

• (5) (Deleted by amendment, L. 98, p. 612, § 6, effective July 1, 1998.)

L. 96: Entire article R&RE, p. 514, § 1, effective July 1. L. 98: IP(2), (3), (4), and (5) amended, p. 612, § 6, effective July 1. L. 2002: (4) amended, p. 1818, § 26, effective July 1; (4) amended, p. 1682, § 24, effective October 1. L. 2003: IP(2) and (2)(a) amended, p. 2230, § 96, effective 7/1/2004. L. 2004: (2)(a) amended, p. 1415, § 54, effective July 1. L. 2006: (4) amended, p. 849, § 3, effective July 1.

This section is similar to former §§ 7-55-112, 7-56-108, 7-56-121, and 7-56-126 as they existed prior to 1996.