(1) Notwithstanding any other provisions of this part 5 other than subsection (2) of this section, a corporation that is not a public benefit corporation shall not, without the approval of two-thirds of the outstanding shares of each class of shares of the corporation of which there are outstanding shares, whether voting or nonvoting:
Amend its articles of incorporation to include a provision authorized by section 7-
101-503 (1)(a);
Convert into a domestic or foreign public benefit corporation or similar entity; or
Merge with or into another entity if, as a result of the merger, the shares in suchcorporation would become, or be converted into or exchanged for the right to receive, shares or other equity interests in a domestic or foreign public benefit corporation or similar entity.
The restrictions of this section do not apply before the corporation has received payment for any of its capital stock. In the case of a domestic cooperative formed under article 55, 56, or 58 of this title 7 that is subject to the "Colorado Business Corporation Act", articles 101 to 117 of this title 7, an action described in subsection (1) or (4) of this section must be approved by vote or consent of the holders of every class or series of equity interest in the entity that are entitled to vote on the action by at least two-thirds of the votes or consents that all of those holders are entitled to cast on the action.
A shareholder of a corporation that is not a public benefit corporation is entitled toexercise the right to seek appraisal rights pursuant to article 113 of this title 7 if the shareholder:
Has neither consented in writing pursuant to section 7-107-104 nor voted in favor ofan amendment, merger, or conversion specified in this subsection (3);
Holds shares of the corporation immediately before the effective time of:
An amendment to the corporation's articles of incorporation to include a provisionauthorized by section 7-101-503 (1)(a);
A conversion into a domestic or foreign public benefit corporation or similar entity;or
A merger that would result in the conversion of the corporation's shares into, orexchange of the corporation's shares for, the right to receive shares or other equity interests in a domestic or foreign public benefit corporation or similar entity.
(4) Notwithstanding any other provision of this part 5, a corporation that is a public benefit corporation shall not, without the approval of two-thirds of the outstanding shares of each class of shares of the corporation of which there are outstanding shares, whether voting or nonvoting:
Amend its articles of incorporation to delete or amend a provision authorized bysection 7-101-503 (1)(a);
Convert into another domestic or foreign entity that is not a public benefit corporation or similar entity;
Merge with or into another entity if, as a result of the merger, the shares in the publicbenefit corporation would become, be converted into, or be exchanged for the right to receive:
Cash;
Shares or other equity interests in a domestic or foreign corporation that is not apublic benefit corporation or similar entity; or
Shares or other equity interests in a domestic or foreign public benefit corporationor similar entity, the articles of incorporation or similar governing instrument of which do not contain the identical provisions identifying the public benefit pursuant to section 7-101-503 (1); or
(d) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of the property of the public benefit corporation in a transaction for which a shareholder vote is required under section 7-112-102 (1).
(5) A nonprofit corporation cannot be a constituent entity in connection with a merger or conversion governed by this section.
Source: L. 2013: Entire part added, (HB 13-1138), ch. 230, p. 1100, § 1, effective April 1, 2014. L. 2017: (2), (4)(b), and (4)(c) amended and (4)(d) added, (HB 17-1200), ch. 386, p. 2000, § 2, effective August 9. L. 2019: (3) amended, (SB 19-086), ch. 166, p. 1925, § 27, effective July 1, 2020.