{"data":{"id":"us-co/c.r.s.-7-113-401","jurisdiction":"us-co","citation":"C.R.S. § 7-113-401","heading":"Other remedies limited.","body":"(1) The legality of a proposed or completed corporate action described in section 7-113-102 (1) may not be contested, nor may the corporate action be enjoined, set aside, or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.\n\n(2) Subsection (1) of this section does not apply to a corporate action that:\n\n(a) Was not authorized and approved in accordance with the applicable provisions of:\n\n(I) Article 109, 110, 111, or 112 of this title 7;\n\n(II) The articles of incorporation or bylaws; or\n\n(III) The resolution of the board of directors authorizing the corporate action;\n\n(b) Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;\n\n(c) Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in section 7-108-501 and has been approved by the shareholders, in the same manner as is provided in section 7-108-501, as if the interested transaction were a director's conflicting interest transaction; or\n\n(d) Was approved by less than unanimous consent of the voting shareholders pursuant to section 7-107-104 if:\n\n(I) The challenge to the corporate action is brought by a shareholder that did not consent and as to whom notice of the approval of the corporate action was not effective at least ten days before the corporate action was effected; and\n\n(II) The proceeding challenging the corporate action is commenced within ten days after notice of the approval of the corporate action is effective as to the shareholder bringing the proceeding.","path":["Title 7 - CORPORATIONS AND ASSOCIATIONS","Article 113 - Appraisal Rights","Part 4 - OTHER REMEDIES"],"source_url":"https://olls.info/crs/crs2026-title-07.htm","current_through":"Colorado Revised Statutes 2026","vintage":"","retrieved_at":"2026-09-14T18:37:45Z","sha256":"45fae99bae6055f54d423ddf3c5c02867be2925d7cd1e9672107f833222bb74f","source_id":"us-co","stale":false,"prev":"us-co/c.r.s.-7-113-302","next":"us-co/c.r.s.-7-114-101"},"notice":"GroundRules: Original legal text. Not legal advice."}