Chapter 4 - § 4.18 • OTHER CORPORATIONS AND ORGANIZATIONS

• Jurisdiction: Colorado

§ 4.18 • OTHER CORPORATIONS AND ORGANIZATIONS

§ 4.18.1—Cemetery Companies²³⁴

A cemetery company organized under the laws of the State of Colorado for the purpose of establishing a cemetery or place of sepulture may purchase, hold, and convey real and personal estate.²³⁵ It may acquire by eminent domain suitable and sufficient land for the establishment and maintenance of a cemetery or burial place for the dead.²³⁶

§ 4.18.2—Credit Unions

It appears that credit unions have the power to hold real property.²³⁷

§ 4.18.3—Savings and Loan Associations

Savings and loan associations incorporated in Colorado have the power to acquire, hold, mortgage, and convey such real estate and personal property as may be transferred to them in the operation of their business.²³⁸

§ 4.18.4—Corporations Sole

A corporation sole is formed by delivery to the Colorado Secretary of State of articles of incorporation by the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergy member of any church or religious society who has been duly chosen, elected, or appointed in conformity with the constitutions, canons, rites, regulations, or discipline of the church or religious society, and in whom is vested the legal title to the property of the church or religious society. The articles of incorporation must contain the name of the corporation, the purpose of the corporation, and the name and title of the person vested with the legal title to the property.²³⁹ Upon the filing of the articles of incorporation with the secretary of state, the person subscribing the articles, and his or her successors in office by the name or title stated in the articles, is a corporation sole, with perpetual succession.²⁴⁰

In the event of the death or resignation of the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergy member who has been incorporated as a corporation sole, or his or her removal from office, the successor in office as the corporation sole is vested with the title to all property held by his or her predecessor with the same power and authority over the property, subject to all the legal liabilities and obligations with reference to the property, upon the filing by the secretary of state of a certificate of his or her commission or certified copy of the letter of his or her election or appointment. In the interim between [sic, perhaps "before" was intended] the appointment of a successor in office to the corporation sole, the person who is charged by the church or religious society pursuant to its constitution, canons, rites, regulations, or discipline to administer the church or religious society is vested with title to any property held by the corporation sole with like powers and authority upon the filing by the secretary of state of a certificate of his or her commission or certified copy of the letter of appointment of such administrator.²⁴¹

A corporation sole may hold and maintain real, personal, and mixed property; may acquire real and personal property by purchase, devise, bequest, gift, or otherwise; may hold, own, use, lease, assign, convey, or otherwise dispose of the same in like manner and to the same extent as an individual; and may borrow money and secure the money borrowed by mortgage or by deed of trust on real or personal property or any part thereof.²⁴²

Upon the death, resignation, or removal of an archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergy member who at the time of his or her death, resignation, or removal was holding the title to trust property for the use or benefit of a church or religious society but was not incorporated as a corporation sole, the title to all such property held by that person does not revert to the grantor nor pass to the heirs of the deceased person but is held in abeyance until a successor is appointed to fill the vacancy. Upon the appointment of the successor, the title of all the property held by the predecessor immediately vests in the person appointed to fill the vacancy.²⁴³

§ 4.18.5—Religious, Educational, and Benevolent Societies

A church, congregation, or society for religious, educational, or benevolent purposes formed prior to January 1, 1968, which has not elected to accept the provisions of the Colorado Revised Nonprofit Corporation Act,²⁴⁴ may incorporate under a special statute.²⁴⁵ Upon the incorporation of a congregation, parish, church, or society, the corporation is entitled to all the real and personal property held by any person or trustees in trust for the use of the members thereof and immediately upon incorporation is entitled to a deed of conveyance to be executed by the person holding the property in trust, in order to vest title thereto in the corporation. The deed of conveyance must state the object and purposes of the trust to be carried out according to the purpose and intent of its creation; the deed must be recorded after the manner of conveyances in general, so that title and trust may appear of record.²⁴⁶ Domestic and foreign religious, educational, charitable, and literary corporations operating in Colorado may take by gift, devise, or purchase, and hold and convey real and personal property. Gifts, devises, and grants made prior to March 14, 1877 were ratified.²⁴⁷

Also, a joint stock company or association organized in Colorado prior to January 1, 1968 for religious, educational, or benevolent purposes, which has not elected to accept the provisions of the Colorado Revised Nonprofit Corporation Act,²⁴⁸ may incorporate under a separate special statute.²⁴⁹ Such corporation may own, possess, and enjoy so much real and personal property as is necessary for the transaction of its business, whether acquired by purchase, grant, devise, gift, or otherwise,²⁵⁰ and may from time to time sell and dispose of real and personal property or any part thereof when not required for the use of the corporation.²⁵¹

§ 4.18.6—Public Benefit Corporations²⁵²

In general: Public benefit corporations are governed by C.R.S. title 7, article 101, part 5, known as the Public Benefit Corporation Act of Colorado (Act).²⁵³ The Act applies to all public benefit corporations.²⁵⁴ If a corporation elects to become a public benefit corporation,²⁵⁵ it is subject in all respects to the Colorado Business Corporation Act, title 7, articles 101 to 117 and the Colorado Corporations and Associations Act, title 7, article 90, except to the extent that the Act imposes additional or different requirements, in which case such additional or different requirements apply.²⁵⁶

Definition: A public benefit corporation may be either:

• a for-profit corporation organized and subject to the requirements of the Colorado Business Corporation Act,²⁵⁷ or
• a domestic cooperative organized under C.R.S. title 7, articles 55 or 56

that is intended to produce a public benefit²⁵⁸ or public benefits and to operate in a responsible and sustainable manner.²⁵⁹

A public benefit corporation may also be:

• a non-public benefit corporation that amends its articles of incorporation to include a provision authorized by C.R.S. § 7-101-503(1)(a);²⁶⁰
• a non-public benefit corporation that has converted into a domestic or foreign public benefit corporation or similar entity;²⁶¹ or
• a non-public benefit corporation that has merged with or into another entity if, as a result of the merger, the shares of such corporation 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.²⁶²

Name: The domestic entity name of a public benefit corporation must, without exception, contain the words "public benefit corporation," the abbreviation "P.B.C." or the designation "PBC," and otherwise satisfy the requirements of C.R.S. § 7-102-102(1)(a).²⁶³

Articles of Incorporation: In its articles of incorporation, a public benefit corporation must: (a) identify within its statement of business or purpose²⁶⁴ one or more specific public benefits to be promoted by the corporation,²⁶⁵ and (b) state at the beginning of the articles of incorporation that it is a public benefit corporation.²⁶⁶

Amendment of articles, conversion, or merger of non-public benefit corporation: A corporation that is not a public benefit corporation may 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, voting or nonvoting:

• Amend its articles of incorporation to include a provision authorized by C.R.S. § 7-101-503(1)(a);²⁶⁷
• Convert into a domestic or foreign public benefit corporation or similar entity;²⁶⁸ or
• Merge with or into another entity if, as a result of the merger, the shares of such corporation would become, or be converted into or exchanged for the right to receive, shares or other equity interests in a domestic public benefit corporation or similar entity.²⁶⁹

Management: The board of directors must manage or direct the business of a public benefit corporation in a manner that balances the pecuniary interests of the shareholders, the best interests of those materially affected by the corporation's conduct, and the specific public benefit identified in its articles of incorporation.²⁷⁰ A director of a public benefit corporation does not, by virtue of the public benefit provisions²⁷¹ of C.R.S. § 7-101-503(1), have a duty to any person on account of an interest of the person in the public benefit corporation identified in the articles of incorporation or on...