Colorado § 11-42-109 - Sale of delinquent stock.

§ 11-42-109. Sale of delinquent stock.

(1) If a stockholder refuses or neglects to pay the assessment specified in a notice provided pursuant to section 11-42-108 (2) within sixty days after the date of mailing, the directors of the association may sell to the highest bidder at public auction any part or all of the stock necessary to pay the assessment of the stockholder, after giving a previous notice of the sale for ten days in a newspaper of general circulation published in the county where the principal office of the association is located. A copy of the notice of sale shall also be served on the stockholder by mailing a copy of the notice to the stockholder's last-known address ten days before the day fixed for the sale. The stock may also be sold at a private sale without public notice; except that, before making a private sale, the board of directors shall obtain an offer in writing and serve a copy of the offer upon the owner of record of the stock by mailing a copy of the offer to the owner's last-known address. If, after service of the offer, the owner still refuses or neglects to pay the assessment for thirty days, the directors may accept the offer and sell the stock to the person making the offer or to any other person making an offer in a larger amount. The board of directors shall not sell the stock for less than the amount of the assessment and the expense of the sale.

(2) Out of the proceeds of the stock sold, the directors shall pay the amount of assessment levied thereon and the necessary cost of sale, and the balance, if any, shall be paid to the person whose stock has been sold. A sale of stock as provided in this section shall effect an absolute cancellation of the outstanding certificate evidencing the stock sold and shall make the same null and void, and a new certificate shall be issued by the association to the purchaser thereof.

Source: L. 33: p. 317, § 1. CSA: C. 25, § 25. L. 43: p. 204, § 5. L. 51: p. 212, § 2. CRS 53: § 122-3-9. C.R.S. 1963: § 122-3-9. L. 2024: (1) amended, (HB 24-1381), ch. 350, p. 2377, § 37, effective August 7.

ANNOTATION

Shares may be sold of stockholder who refuses to pay assessment. Where a stockholder refuses to pay an assessment properly levied under this statute, the corporation can sell some of that stockholder's shares in order to raise the amount of the assessment. Equity Sav. & Loan Ass'n v. Great W. Mtgs., Inc., 31 Colo. App. 178, 501 P.2d 483 (1972).

Issue of directors' negligence cannot be used as a defense to an assessment. The fact, if it be a fact, that the board of directors was negligent or acted improperly in causing the corporation to be in an impaired capital position did not constitute a basis for stopping the sale of stock of those stockholders who refused to pay the stock assessment, where the issue was not before the court, but rather is an issue which would be the basis of a separate independent action. Equity Sav. & Loan Ass'n v. Great W. Mtgs., Inc., 31 Colo. App. 178, 501 P.2d 483 (1972).