Colorado § 7-103-101 - Purposes and applicability.

§ 7-103-101. Purposes and applicability.

(1) Every corporation incorporated under articles 101 to 117 of this title has the purpose of engaging in any lawful business unless a more limited purpose is stated in the articles of incorporation.

(2) Where another statute of this state requires that corporations of a particular class shall be formed or incorporated exclusively thereunder, corporations of that class shall be formed or incorporated under such other statute.

(3) Where another statute of this state requires corporations of a particular class to be formed or incorporated under that other statute and also under general corporation law, such corporations shall be formed or incorporated under such other law and, in addition thereto, under articles 101 to 117 of this title to the extent general corporation law is applicable.

(4) Where another statute of this state permits corporations of a particular class to be formed or incorporated either under such statute or under the general corporation law, a corporation of that class may at the election of its incorporators be formed or incorporated under articles 101 to 117 of this title. Unless the articles of incorporation of such corporation indicate that it is formed or incorporated under such other alternate statute, the corporation shall for all purposes be considered as formed and incorporated under articles 101 to 117 of this title.

(5) Articles 101 to 117 of this title shall apply to corporations of every class, whether or not included in the term "corporation" as defined in section 7-101-401 (11), that are formed or incorporated under and governed by other statutes of this state, to the extent that said articles are not inconsistent with such other statutes. Notwithstanding the foregoing, except as permitted by section 7-123-101 (8), articles 101 to 117 of this title shall not apply to nonprofit corporations:

(a) Formed under articles 121 to 137 of this title;

(b) Governed by articles 121 to 137 of this title pursuant to section 7-137-101 (2); or

(c) Governed by articles 121 to 137 of this title by reason of an election pursuant to section 7-137-201.

Source: L. 93: Entire article added, p. 745, § 1, effective July 1, 1994. L. 96: (5) amended, p. 1312, § 9, effective June 1. L. 97: (5) amended, p. 761, § 26, effective July 1, 1998. L. 2003: Entire section amended, p. 2314, § 222, effective July 1, 2004. L. 2006: (5) amended, p. 879, § 69, effective July 1.

ANNOTATION

Annotator's note. Since § 7-103-101 is similar to § 7-1-103 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.

Business corporation statutes requiring more than majority vote to achieve corporate action are not applicable to nonprofit corporations. Morris Alpert & Sons v. Kahler, 31 Colo. App. 345, 502 P.2d 98 (1972).

The phrase "corporations of every class" in subsection (4) refers to all corporations, nonprofit or for profit. Hill v. Behrmann, 911 P.2d 679 (Colo. App. 1995) (decided under former law), aff'd on other grounds, 933 P.2d 1 (Colo. 1997).