Colorado § 7-111-104 - Merger of parent and subsidiary.

§ 7-111-104. Merger of parent and subsidiary.

(1) By complying with the provisions of this section, a parent corporation owning at least ninety percent of the outstanding shares of each class of a subsidiary corporation may either merge such subsidiary into itself or merge itself into such subsidiary.

(2) The board of directors of such parent corporation shall adopt, and its shareholders, if required by subsection (3) of this section, shall approve, a plan of merger that states:

(a) The entity names of such parent corporation and subsidiary and the entity name of the surviving corporation;

(b) The terms and conditions of the merger;

(c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into money or other property in whole or part;

(d) Any amendments to the articles of incorporation of the surviving corporation to be effected by the merger; and

(e) Any other provisions relating to the merger as are deemed necessary or desirable.

(3) No vote of the shareholders of such subsidiary shall be required with respect to the merger. If the subsidiary will be the surviving corporation, the approval of the shareholders of the parent corporation shall be sought in the manner provided in section 7-111-103 (1) to (6). If the parent will be the surviving corporation, no vote of its shareholders shall be required if all of the provisions of section 7-111-103 (7) are met with respect to the merger. If all of such provisions are not met, the approval of the shareholders of the parent shall be sought in the manner provided in subsections (1) to (6) of section 7-111-103.

(4) The parent corporation shall deliver a copy or summary of the plan of merger to each shareholder of the subsidiary, other than the parent corporation, that does not waive this delivery requirement in writing.

(5) The effective date of the merger is no earlier than:

(a) The date on which all shareholders of the subsidiary waived the delivery requirement of subsection (4) of this section; or

(b) Ten days after the date the parent delivered a copy or summary of the plan of merger to each shareholder of the subsidiary that did not waive the delivery requirement.

Source: L. 93: Entire article added, p. 804, § 1, effective July 1, 1994. L. 2003: IP(2) and (2)(a) amended, p. 2323, § 257, effective July 1, 2004. L. 2021: (4) and (5) amended, (HB 21-1124), ch. 41, p. 170, § 24, effective April 19.

ANNOTATION

Asserted noncompliance with this section in a merger plan does not preclude an action under § 7-4-124 for valuation of dissenters' shares. Santa's Workshop v. A.B. Hirschfeld Press, Inc., 851 P.2d 264 (Colo. App. 1993) (decided under former §§ 7-4-124 and 7-7-106 as they existed prior to the 1993 recodification of the "Colorado Business Corporation Act", articles 101 to 117 of title 7).