Colorado § 7-114-302 - Procedure for judicial dissolution.

§ 7-114-302. Procedure for judicial dissolution.

(1) (a) A proceeding by the attorney general to dissolve a corporation must be brought:

(I) In the district court for the county in this state in which the street address of the corporation's principal office or the street address of its registered agent is located;

(II) If the corporation has no principal office in this state and no registered agent, in the district court for the city and county of Denver; or

(III) If the dissolution is based on a fraudulent filing with the secretary of state, in the district court for the city and county of Denver.

(b) If subsection (1)(a) of this section does not apply, a proceeding brought by a party named in section 7-114-301 must be brought:

(I) In the district court for the county in this state in which the street address of the corporation's principal office is located;

(II) If the corporation has no principal office in this state, in the district court for the county in which the street address of its registered agent is located; or

(III) If the corporation has no registered agent, in the district court for the city and county of Denver.

(2) It is not necessary to make shareholders parties to a proceeding to dissolve a corporation unless relief is sought against them individually.

(3) A court in a proceeding brought to dissolve a corporation may issue injunctions, appoint a receiver or custodian pendente lite with all powers and duties the court directs, take other action required to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing can be held.

(4) Within ten days after the commencement of a proceeding to dissolve a corporation under section 7-114-301 (2), the corporation shall send to all shareholders, other than the petitioner, a notice stating that the shareholders are entitled to avoid the dissolution of the corporation by electing to purchase the petitioner's shares under section 7-114-305 and accompanied by a copy of section 7-114-305.

Source: L. 93: Entire article added, p. 831, § 1, effective July 1, 1994. L. 96: (1) amended, p. 1326, § 42, effective June 1. L. 2003: (1) amended, p. 2330, § 269, effective July 1, 2004. L. 2019: (4) added, (SB 19-086), ch. 166, p. 1961, § 58, effective July 1, 2020. L. 2026: (1) amended, (HB 26-1088), ch. 226, p. 1316, § 6, effective August 12.

Editor's note: Section 9(2) of chapter 226 (HB 26-1088), Session Laws of Colorado 2026, provides that the act changing this section applies to complaints filed on or after August 12, 2026.

ANNOTATION

Law reviews. For article, "1959 Amendments to the Colorado Corporation Code", see 36 Dicta 489 (1959). For article, "Corporate Insolvency — Liquidation or Rehabilitation", see 36 U. Colo. L. Rev. 117 (1963). For article, "The 1985 Proposed Revisions to the Colorado Corporation Code", see 14 Colo. Law. 34 (1985). For article, "1985 Amendments to the Colorado Corporation Code", see 14 Colo. Law. 2173 (1985).

Annotator's note. Since § 7-114-302 is similar to §§ 7-8-113 and 7-8-116 as they existed prior to the 1993 recodification of the "Colorado Business Corporation Act", articles 101 to 117 of title 7, cases construing those provisions and their predecessors have been included in the annotations to this section.

After involuntary dissolution of corporation, contract entered into by former officers, directors and stockholders in the name of the defunct corporation held to be an enforceable contract by individuals, and as such, their claims for breach of contract by other parties were not barred. Paulson v. Dakolios, 768 P.2d 750 (Colo. App. 1988).

Payment of costs and fees incidental to a receivership ordered upon the involuntary dissolution of a corporation lies within the sound discretion of the trial court. Van Schaack Holdings, Ltd. v. Fulenwider, 768 P.2d 740 (Colo. App. 1988).

Section contemplates adversary proceeding. This section, construed by the ordinary rules of interpretation, indicates plainly that an adversary, and not an ex parte, proceeding was contemplated by the general assembly in its enactment. Jones v. Bank of Leadville, 10 Colo. 464, 17 P. 272 (1887) (decided under repealed Gen. Stat. Colo. § 258).

Applied in Breniman v. Agric. Consultants, Inc., 648 P.2d 165 (Colo. App. 1982); In re Loughnane, 28 B.R. 940 (Bankr. D. Colo. 1983); Van Schaack Holdings, Ltd. v. Fulenwider, 768 P.2d 740 (Colo. App. 1988).