Colorado § 7-101-401 - General definitions.

§ 7-101-401. General definitions.

As used in articles 101 to 117 of this title 7, unless the context otherwise requires:

(1) Repealed.

(2) "Affiliate" means any person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, the person specified.

(3) "Articles of incorporation" includes amended articles of incorporation, restated articles of incorporation, and other instruments, however designated, on file in the records of the secretary of state, which have the effect of amending or supplementing in some respect the original or amended articles of incorporation.

(4) Repealed.

(5) "Authorized shares" means the shares of all classes which a domestic or foreign corporation is authorized to issue.

(5.5) "Beneficial owner" means a person that owns the beneficial interest in shares. The beneficial owner may be a shareholder included in the records of the corporation or a person on whose behalf shares are registered in the name of an intermediary, a nominee, or a voting trust of which the person is a beneficiary.

(6) "Bylaws" includes amended bylaws and restated bylaws.

(7) "Cash" and "money" are used interchangeably in articles 101 to 117 of this title. Each of these terms includes:

(a) Legal tender;

(b) Negotiable instruments readily convertible into legal tender; and

(c) Other cash equivalents readily convertible into legal tender.

(8) "Conspicuous" means so written that a reasonable person against whom the writing is to operate should have noticed it. For example, printing or typing in contrasting italics, boldface, color, capitals, or underlining is conspicuous.

(9) "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting shares, by contract, or otherwise.

(10) (Deleted by amendment, L. 2000, p. 977, § 50, effective July 1, 2000.)

(11) "Corporation" or "domestic corporation" means a corporation for profit which is not a foreign corporation, incorporated under or subject to the provisions of articles 101 to 117 of this title.

(12) Repealed.

(13) "Distribution" means a direct or indirect transfer by a corporation of money or other property, except its own shares, or incurrence of indebtedness by a corporation, to or for the benefit of any of its shareholders in respect of any of its shares. A distribution may be in any form, including a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; or distribution of indebtedness.

(14) and (15) Repealed.

(16) "Employee" includes an officer but not a director; except that a director may accept duties that make said director also an employee.

(17) and (18) Repealed.

(19) "Governmental subdivision" includes an authority, county, district, subdistrict, municipality, and any other political subdivision.

(20) to (26) Repealed.

(27) "Receive", when used in reference to receipt of a writing or other document by a domestic or foreign corporation, means that the writing or other document is actually received:

(a) By the corporation at its registered office or at its principal office;

(b) By the secretary of the corporation, wherever the secretary is found; or

(c) By any other person authorized by the bylaws or the board of directors to receive such writings, wherever such person is found.

(28) "Record date" means the date, established under article 106 or 107 of this title, on which a corporation determines the identity of its shareholders and their shareholdings. The determination shall be made as of the close of business on the record date unless another time for doing so is stated when the record date is fixed.

(28.3) and (28.5) Repealed.

(28.6) "Related person" means, with respect to an individual:

(a) The individual's spouse;

(b) A child, stepchild, grandchild, parent, stepparent, grandparent, sibling, stepsibling, half-sibling, aunt, uncle, niece, or nephew, or spouse of any of them, of the individual or of the individual's spouse;

(c) An individual living in the same home as the individual;

(d) An entity, other than a corporation or an entity controlled by the corporation, controlled by the individual or any person specified in this subsection (28.6);

(e) A domestic or foreign:

(I) Business or nonprofit corporation, other than a corporation or an entity controlled by the corporation, of which the individual is a director;

(II) Unincorporated entity of which the individual is a general partner or a member of the governing body; or

(III) Individual, trust, or estate for whom or of which the individual is a trustee, guardian, personal representative, or similar fiduciary; or

(f) A person that is, or an entity that is controlled by, an employer of the individual.

(29) "Secretary" means the corporate officer to whom the bylaws or the board of directors has delegated responsibility under section 7-108-301 (3) for the preparation and maintenance of minutes of the meetings of the board of directors and of the shareholders and of the other records and information required to be kept by the corporation under section 7-116-101 and for authenticating records of the corporation.

(30) "Shareholder" means either the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a beneficial ownership certificate that meets the requirements of section 7-107-204 and is on file with the corporation.

(31) "Shares" means the units into which the proprietary interests in a corporation are divided.

(32) to (33) Repealed.

(34) "Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.

(35) Repealed.

(36) "Voting group" means all the shares of one or more classes or series that, under articles 101 to 117 of this title or under the articles of incorporation, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by articles 101 to 117 of this title or the articles of incorporation to vote generally on the matter are for that purpose a single voting group.

Source: L. 93: Entire article added, p. 738, § 1, effective July 1, 1994. L. 96: (27)(a) and (36) amended and (28.3) and (28.5) added, p. 1311, § 6, effective June 1. L. 97: (4) amended, p. 760, § 25, effective July 1, 1998. L. 2000: (4) and (10) amended, p. 977, § 50, effective July 1. L. 2002: (14) amended, p. 1859, § 156, effective July 1; (14) amended, p. 1711, § 102, effective October 1. L. 2003: (1)(b), (4)(b), (12)(b), (14)(b), (17)(b), (18)(b), (20)(b), (21)(b), (22)(b), (23)(b), (24)(b), (25)(b), (26)(b), (28.3)(b), (28.5)(b), (32.1), (33)(b), and (35)(b) added by revision, pp. 2356, 2357, §§ 347, 348. L. 2004: (3) and (28) amended, p. 1495, § 246, effective July 1. L. 2005: (30) and (31) amended, p. 760, § 10, effective June 1. L. 2006: (3) amended, p. 879, § 67, effective July 1. L. 2019: IP and (30) amended and (5.5) and (28.6) added, (SB 19-086), ch. 166, p. 1923, § 25, effective July 1, 2020. L. 2021: (15) repealed, (HB 21-1124), ch. 41, p. 162, § 6, effective April 19.

Editor's note: Subsections (1)(b), (4)(b), (12)(b), (14)(b), (17)(b), (18)(b), (20)(b), (21)(b), (22)(b), (23)(b), (24)(b), (25)(b), (26)(b), (28.3)(b), (28.5)(b), (32.1), (33)(b), and (35)(b) provided for the repeal of subsections (1), (4), (12), (14), (17), (18), (20), (21), (22), (23), (24), (25), (26), (28.3), (28.5), (32), (32.1), (33), and (35), respectively, effective July 1, 2004. (See L. 2003, pp. 2356, 2357.)

Cross references: For additional definitions applicable to this article, see § 7-90-102.

ANNOTATION

Law reviews. For article, "1959 Amendments to the Colorado Corporation Code", see 36 Dicta 489 (1959). For article, "1984 Revisions to the Colorado Corporation Code: Effective March 1984", which discusses certification requirements, see 13 Colo. Law. 993 (1984). For article, "The 1985 Proposed Revisions to the Colorado Corporation Code", see 14 Colo. Law. 34 (1985).

Annotator's note. Since § 7-101-401 is similar to § 7-1-102 as it existed prior to the 1993 recodification of the "Colorado Business Corporation Act", articles 101 to 117 of title 7, cases construing that provision and its predecessors have been included in the annotations to this section.

Companies were "affiliates" when they were under common control of another company. Nat'l Propane Corp. v. Miller, 18 P.3d 782 (Colo. App. 2000).

Mutual ditch companies are outside the Colorado Corporation Code, because a literal reading of subsection (11) limits the Code's applicability to "for profit" corporations and because court decisions make it clear that the application of the Code to such companies is not appropriate because they are not "true" corporations. Left Hand Ditch Co. v. Hill, 933 P.2d 1 (Colo. 1997).

Corporation cannot rely on definition of "receive" as a basis for requiring actual receipt at its corporate office when corporation designated a post office box as place where corporation would receive payment demands and other communications. M Life Ins. Co. v. S & W, 962 P.2d 335 (Colo. App. 1998).

Applied in Nat'l Ass'n of Credit Mgt. v. Burke, 645 P.2d 1323 (Colo. App. 1982).