Colorado § 7-110-101 - Authority to amend articles of incorporation.

§ 7-110-101. Authority to amend articles of incorporation.

(1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the articles of incorporation or to delete a provision not required in the articles of incorporation. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment.

(2) A shareholder does not have a vested property right resulting from any provision in the articles of incorporation, including any provision relating to management, control, capital structure, dividend entitlement, purpose, or duration of the corporation.

Source: L. 93: Entire article added, p. 794, § 1, effective July 1, 1994.

ANNOTATION

Law reviews. For article, "Corporate Organization: A Manual of Colorado Procedure", see 1 Rocky Mt. L. Rev. 3 (1928). For article, "Organizational Problems of the Small Business Corporation", see 27 Dicta 79 (1950). For note, "Elimination of Preferred Dividend Arrearages", see 23 Rocky Mt. L. Rev. 317 (1951).

Annotator's note. Since § 7-110-101 is similar to § 7-2-106 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.

Any corporation organized under the laws of Colorado may amend its articles of incorporation by complying with the provisions of this section. Clough v. Rocky Mt. Oil Co., 25 Colo. 520, 55 P. 809 (1898).

However, no corporation, by amendment, shall change its articles as to work a change in the object or purpose for which it was originally organized. Clough v. Rocky Mt. Oil Co., 25 Colo. 520, 55 P. 809 (1898).

A corporation may change its name only in the manner provided by this section. Bullion Milling Co. v. Gates Iron Works, 18 Colo. App. 472, 72 P. 603 (1903).