Title 7 – Corporations and Associations
Article 122 – Incorporation
Incorporation
7-122-103. Incorporation
(1) A nonprofit corporation is incorporated when the articles of incorporation are filed by the secretary of state or, if a delayed effective date is stated pursuant to section 7-90-304 in the articles of incorporation as filed by the secretary of state and if a statement of change revoking the articles of incorporation is not filed before such effective date, on such delayed effective date. The corporate existence begins upon incorporation.
(2) The secretary of state’s filing of the articles of incorporation is conclusive that all conditions precedent to incorporation have been met.
History
Source: L. 97: Entire article added, p. 661, § 3, effective July 1, 1998. L. 2002: (1) amended, p. 1859, § 159, effective July 1; (1) amended, pp. 1719, 1724, § § 135, 158, effective October 1. L. 2003: (1) amended, p. 2336, § 284, effective July 1, 2004. L. 2004: (1) amended, p. 1510, § 293, effective July 1.
State Notes
ANNOTATION
Action filed by nonexistent corporation is a nullity.A nonprofit corporation’s lawsuit is void ab initio when it was filed after the secretary of state rejected the corporation’s articles of incorporation but before the secretary of state accepted and filed amended articles. Black Canyon Citizens Coalition, Inc. v. Bd. of County Comm’rs of Montrose County, 80 P.3d 932 (Colo. App. 2003).