HB 20-1013 Summary

• Adds Colorado Revised Statutes section 7-103-106 to establish procedures for ratifying defective corporate actions that would otherwise be void or voidable due to authorization failures

• Allows board of directors to ratify defective corporate actions by written action identifying the defective action, date, nature of authorization failure, and board approval; special procedures apply for ratifying initial board of directors elections

• Requires shareholder approval for ratifications if mandated by corporate law, articles of incorporation, bylaws, or resolutions at the time of the original defective action

• Establishes "validation effective time" after ratification and requires filing of articles of amendment with the Secretary of State; bars challenges to ratifications after 120 days from validation effective time

• Allows courts to determine validity of corporate actions, ratifications, and putative shares, and to modify or waive ratification procedures upon application by corporation, directors, beneficial owners, or substantially affected persons