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Colorado Revised Statutes Title 7. Corporations and Associations § 7-56-607. Consolidation or share or equity capital exchange with foreign business

Current as of January 01, 2025 | Updated by Findlaw Staff

(1) One or more domestic cooperatives may consolidate or enter into a share or equity capital exchange with one or more foreign entities if:

(a) In a consolidation, the consolidation is permitted by the law of the jurisdiction under which each foreign entity is formed and each foreign entity complies with that law in effecting the consolidation;

(b) In a share or equity capital exchange, the cooperative whose shares or equity will be acquired is a domestic or foreign cooperative, and if a share or equity capital exchange is permitted by the law of the jurisdiction under the law of which the acquiring entity is formed;

(c) The foreign entity complies with the provisions of section 7-56-605 if it is the surviving or new entity in a consolidation or acquiring entity in a share or equity capital exchange; and

(d) The foreign entity is the surviving entity in the consolidation or the acquiring entity of the share or equity capital exchange and it complies with section 7-56-605.

(1.5) Deleted by Laws 2007, Ch. 56, § 8, eff. May 29, 2007.

(2) Upon the consolidation or share or equity capital exchange taking effect, the surviving foreign entity of a consolidation and the acquiring foreign entity of a share or equity capital exchange:

(a) Shall either:

(I) Appoint a registered agent if the foreign entity has no registered agent and maintain a registered agent pursuant to part 7 of article 90 of this title, whether or not the foreign entity is otherwise subject to that part, to accept service in any proceeding based on a cause of action arising with respect to any domestic entity that is merged into the foreign entity or the ownership interests of which are acquired in a share or equity capital exchange; or

(II) Be deemed to have authorized service of process on it in connection with any such proceeding by mailing in accordance with section 7-90-704(2); and

(b) Shall comply with part 8 of article 90 of this title if it is to transact business or conduct activities in this state.

(3) Deleted by Laws 2004, Ch. 343, § 58, eff. July 1, 2004.

(4) Subsection (2) of this section does not prescribe the only means, or necessarily the required means, of serving a surviving foreign entity in a consolidation or an acquiring foreign entity in a share or equity capital exchange.

(5) This section does not limit the power of a foreign entity to acquire all or part of the shares of one or more classes or series of a domestic cooperative through a voluntary exchange of shares or otherwise.

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Cite this article: FindLaw.com - Colorado Revised Statutes Title 7. Corporations and Associations § 7-56-607. Consolidation or share or equity capital exchange with foreign business - last updated January 01, 2025 | https://codes.findlaw.com/co/title-7-corporations-and-associations/co-rev-st-sect-7-56-607/

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