Colorado Corporate Bylaws

Colorado corporate bylaws provide the structure successful corporations require to function while giving them more power to self-govern. Once they are executed, the bylaws dictate the procedures for various corporate functions, from appointing directors to shareholder meetings.

Last updated December 6th, 2024

Colorado corporate bylaws provide the structure successful corporations require to function while giving them more power to self-govern. Once they are executed, the bylaws dictate the procedures for various corporate functions, from appointing directors to shareholder meetings.

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Are bylaws required in Colorado?

No, Colorado does not require corporations to adopt bylaws but many believe this document is necessary for a corporation to succeed. [1]

Colorado Corporate Laws

  • Corporate Tax: Unless otherwise indicated, a flat tax income rate of 4.0% applies to corporations.[2][3]
  • Board of Directors: Bylaws determine the number of directors sitting on the board in addition to “fixing a minimum and maximum number of directors.” [4]
    • Elections – Directors are “elected, appointed, or designated” per the bylaws; however, this does not apply to the initial director. [5]
    • Terms- The bylaws determine how long a director may act as such; however, “in the absence of any terms stated in the bylaws,” the minimum time between a director’s election is one year. [6]
    • Staggered Terms- Corporations can stagger director terms “into any number of groups” under their bylaws in order to prevent a board-wide election. [7]
    • Fiduciary Duties – Directors (and officers) perform their duties “in good faith” while acting in the corporation’s best interest. [8]
  • Board Meetings: Generally, colorado law does not require notice for regular meetings and at least two days’ notice for the “date, time, and place” of special meetings, but the bylaws may supersede this so long as they remain compliant with the law. [9]
  • Officers: Corporate officers are natural persons and “eighteen years or older” and appointed through the bylaws or the board of directors accordingly. [10]
  • Quorum: The bylaws prescribe the minimum number of directors in a quorum; however, if not, then the majority of “directors in office” at the time of the meeting constitutes a quorum. [11]
  • Shareholder Meetings: Meetings for shareholders are held “annually at a time and date stated in or fixed in” either in the corporate bylaws or as set by the board of directors. [12]
  • Emergency Bylaws: Corporations are allowed to execute bylaws that are used specifically in the case of an emergency, which is defined as “some catastrophic event” that prevents directors from being accessible. [13]

Sources

  1. CO Code § 7-102-106 (2023)
  2. CO Code § 39-22-301 (2023)
  3. HB24-1065
  4. CO Code § 7-108-103 (2023)
  5. CO Code § 7-128-104 (2023)
  6. CO Code § 7-128-105 (2023)
  7. CO Code § 7-128-106 (2023)
  8. CO Code § 7-108-401 (2023)
  9. CO Code § 7-128-203 (2023)
  10. CO Code § 7-108-301 (2023)
  11. CO Code § 7-128-205 (2023)
  12. CO Code § 7-107-101 (2023)
  13. CO Code § 7-103-103 (2023)