Colorado Revised Statutes

Colo. Rev. Stat. § 7-113-206 (2026)

After-acquired shares

✓ current as of July 2026

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(1) The corporation may elect to withhold payment otherwise required by section 7-113-205 from any shareholder that was required to certify, but did not certify, that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notices sent pursuant to section 7-113-203 (2)(a).

(2) If the corporation elected to withhold payment under subsection (1) of this section, it must, within thirty days after the date specified in section 7-113-203 (2)(b)(II), notify all shareholders that are described in subsection (1) of this section: (a) Of the information required by section 7-113-205 (2)(a); (b) Of the corporation's estimate of fair value pursuant to section 7-113-205 (2)(b);

(c) That they may accept the corporation's estimate of fair value, plus interest, in full satisfaction of their demands or demand appraisal under section 7-113-207;

(d) That those shareholders that wish to accept the offer must notify the corporation of their acceptance of the corporation's offer within thirty days after receiving the offer; and

(e) That those shareholders who do not satisfy the requirements for demanding appraisal under section 7-113-207 shall be deemed to have accepted the corporation's offer.

(3) Within ten days after receiving the shareholder's acceptance pursuant to subsection (2)(d) of this section, the corporation shall pay in cash the amount it offered under section 7-113- 206 (2)(b) to each shareholder that agreed to accept the corporation's offer in full satisfaction of the shareholder's demand.

(4) Within forty days after sending the notice described in subsection (2) of this section, the corporation shall pay in cash the amount it offered to pay under subsection (2)(b) of this section to each shareholder described in subsection (3) of this section.

Source: L. 2019: Entire article R&RE, (SB 19-086), ch. 166, p. 1956, § 56, effective July 1, 2020.

Editor's note: This section is similar to former § 7-113-208 as it existed prior to 2020, and the former § 7-113-206 was relocated to § 7-113-205.

Notes of Decisions

Cited in 2 cases, 2003–2004 · leading case: Pueblo Bancorporation v. Lindoe, Inc., 63 P.3d 353 (Colo. 2003).

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Pueblo Bancorporation v. Lindoe, Inc., 63 P.3d 353 (Colo. 2003). · cites it 2× “§ 7-113-206. If the dissenting shareholder is dissatisfied with the company's estimate of fair value, he must provide his own estimate and demand payment in that amount from the company.”

Szaloczi v. John R. Behrmann Revocable Trust, 90 P.3d 835 (Colo. 2004). · cites it 3× “31, pursuant to section 7-113-206, 2 C.R.S. (2003). This amount represented PRC’s estimate of fair value and accrued interest.”

— Colo. Rev. Stat. § 7-113-206(1) — 1 case

Szaloczi v. John R. Behrmann Revocable Trust, 90 P.3d 835 (Colo. 2004). “31, pursuant to section 7-113-206, 2 C.R.S. (2003). This amount represented PRC’s estimate of fair value and accrued interest.”

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