Colorado Corporation Voluntary Dissolution and Closure Packet

COLORADO CORPORATION VOLUNTARY DISSOLUTION AND CLOSURE PACKET

Important Use Gate

Use only for a solvent domestic business corporation pursuing voluntary dissolution. Do not use for a nonprofit, professional, public-benefit, regulated, foreign, insolvent, bankrupt, judicially dissolved, administratively dissolved, merged, converted, or control-disputed entity without a separate current-law workflow.

Do not file this packet. The Secretary of State lists Articles of Dissolution for a profit corporation as an online filing after an entity-record search and lists no paper form. Complete that official transaction after authorization and review its current instructions immediately before submission. A saved fee, signature method, or portal route is not authoritative.

1. Corporation and Route Profile

Attach the articles and amendments, bylaws, stock ledger, voting agreements, shareholder agreements, board and shareholder records, current state entity record, financial statements, tax records, contracts, claims, liens, and insurance information.

2. Colorado Approval Gate

If no shares have been issued, a majority of directors, or a majority of incorporators if no directors were elected, may authorize dissolution under § 7-114-101. After shares have been issued, the board adopts and ordinarily recommends the proposal. The notice to voting shareholders must identify the dissolution purpose and include the proposal or a summary. The general approval threshold is a majority of all votes entitled to be cast by each separately voting group, unless a valid source requires a greater vote. For an existing corporation within C.R.S. § 7-117-100.3(1) (a qualifying domestic corporation in existence on June 30, 1994), § 7-117-101(10) instead sets a two-thirds default for each separately voting group unless its articles of incorporation establish the vote required to approve dissolution. A corporation incorporated before July 1, 1978 may also have additional shares entitled to vote under that subsection. Confirm the applicable voters and threshold from the incorporation history and current articles before calculating approval.

Core approval sources verified for this packet: C.R.S. §§ 7-114-101 and 7-114-102.

Do not authorize dissolution until every applicable constituency, notice, quorum, vote, consent, and appraisal-right issue is documented from current authority.

3. Internal Approval Record

Board Resolution

Use this resolution only after shares have been issued. If none have been issued, complete the alternative authorization below.

The board reviewed the corporation's governing documents, capitalization, financial condition, claims, contracts, taxes, employees, property, insurance, permits, data, and closure plan.

RESOLVED, that the board adopts the attached proposal to dissolve the corporation, subject to shareholder approval under C.R.S. § 7-114-102;

RESOLVED, that the board [RECOMMENDS the proposal to the shareholders / DETERMINES that, because of the following conflict of interest or other special circumstances, it should make no recommendation: [REASONS]; and DIRECTS that the basis for this determination be communicated to the shareholders];

RESOLVED, that [NAME / TITLE] is authorized to coordinate winding up and prepare current state filings, but may submit a filing only after counsel confirms all statutory and form prerequisites;

RESOLVED, that no shareholder distribution may be made until liabilities and legally sufficient reserves have been reviewed and approved.

Shareholder Approval Record

Attach the meeting notice, delivery proof, proposal, board recommendation or permitted explanation, voting ledger, proxies, ballots, minutes, and any written consents.

Alternative Authorization Before Shares Issue

☐ No shares have been issued. A majority of [DIRECTORS / INCORPORATORS IF NO DIRECTORS WERE ELECTED] authorize voluntary dissolution under § 7-114-101. Attach the signed resolution or consent and identify each approving person, capacity, and date: [________________________________].

4. Filing and Effectiveness Control

Under § 7-114-103, after authorization the corporation may deliver Articles of Dissolution; dissolution takes effect on the articles' effective date. Use the Secretary of State's current online transaction. Internal approval, state acceptance, tax closure, and completion of winding up are distinct events.

5. Winding-Up Workplan

After dissolution, § 7-114-105 allows activity appropriate to winding up and liquidating the corporation's affairs.

6. Claims and Distribution Control

Do not improvise a claim-bar notice, publication period, rejection deadline, or distribution priority. Use a statutory claims procedure only after counsel verifies every current content, recipient, delivery, publication, response, security, and limitations requirement.

7. Tax, Agency, and Foreign-Qualification Register

A state dissolution filing does not by itself close federal, tax, payroll, unemployment, sales-tax, licensing, permit, benefit-plan, unclaimed-property, or foreign-registration accounts.

8. Completion and Records Certificate

The responsible persons report that approval and filing records are complete; assets, liabilities, claims, taxes, employees, contracts, permits, insurance, data, and foreign registrations were addressed or assigned; reserves and distributions were approved; and the final state status was confirmed.

Final counsel authorization: [FILE / HOLD / FURTHER REVIEW]

Sources and References

• Colorado OLLS, 2026 Title 7
• Colorado Secretary of State business forms and profit-corporation dissolution instructions