Annual meeting requirements in Colorado (C.R.S. Title 7)

C.R.S. § 7-107-101 requirements

Section 7-107-101 of the Colorado Revised Statutes requires every Colorado corporation to hold an annual shareholders' meeting at the time fixed by the bylaws. The meeting elects directors and addresses other proper business. Colorado adopted the MBCA, so the framework follows MBCA Chapter 7 closely.

Majority written consent under § 7-107-104

Colorado's consent-in-lieu-of-meeting regime is distinctive in its permissiveness. Under § 7-107-104, shareholders may take action by written consent signed by holders of at least the minimum number of votes that would be required at a meeting (typically majority for ordinary actions, including director elections). This is more flexible than states like Arizona (which require unanimous consent) and California (which require unanimous for director elections).

Court-ordered meeting under § 7-107-103

If a Colorado corporation fails to hold an annual meeting within 15 months of the previous one, any shareholder may apply to the district court for an order requiring the meeting to be held. This 15-month grace period is the practical outside deadline; corporations typically hold meetings or pass consents well within it.

What's distinctive about Colorado

Colorado's majority-consent option under § 7-107-104 is more permissive than many US states. For closely-held corporations with stable majorities, this avoids the need to obtain signatures from passive or hard-to-reach minority shareholders. Combined with Colorado's low ongoing costs ($10 periodic report) and no franchise tax, the state offers one of the more efficient annual-cycle frameworks in the US for closely-held corporations.