Colorado S Corp Formation

Colorado S Corporation Formation

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Steven S.

Steven Stark

452 reviews
For over 30 years, Steven Stark has offered counsel to non-profit organizations and private companies. He has a passion for helping small businesses in particular since he himself started several businesses of his own in New York and Florida. He understands the importance of small businesses having a reliable attorney to advise them about legal matters from their inception.
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Joshua G.

Joshua Garber

272 reviews
Representing notable clients like Tesla and the City of Los Angeles, Josh Garber excels at helping clients with employment and labor laws. Many of his past clients have had great success using Josh for employment agreements and Division of Labor Standards Enforcement (DLSE) hearings. With his practical advice, he has even helped clients avoid going to court.
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Richard G.

Richard Gora

198 reviews
Looking for an attorney with experience? Richard Gora is the exact attorney you want. Having defended over 100 cases both in state and federal courts and working with clients from around the globe, Richard has an array of different experiences. His services are wide-ranging and include business litigation, securities litigations, employment litigation, and business counsel. Prior to founding Gora LLC, he worked for Finn, Dixon & Herling LLP for eight years.
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Adrienne F.

Adrienne Fischer

2 reviews
Adrienne Fischer is an attorney at law with over six years of experience. She started out as an employment law attorney, but have since gained experience in other legal practice areas as well, including business formation and commercial contracts. Adrienne is licensed to practice law in California and Colorado. She received her legal degree from the Southwestern Law School. Adrienne founded her own legal firm, Summit Law Solutions, in January 2017.
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Mark S.

Mark Spitz

2 reviews
Mark Spitz is the founder of Spitz Legal Counsel and has over 20 years of experience working in law firms and as in-house counsel for many corporations. He is dedicated to helping new businesses with their business formation and he prides himself on his knowledge of the different issues that businesses face. Attorney Spitz is a member of the Colorado and Denver American Bar Associations, TiE Rockies Entrepreneur Community, and the Denver Metro Chamber of Commerce.
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Nicole S.

Nicole Sollberger

2 reviews
Accomplished corporate associate specializing in entertainment and media matters. I have 3 years of transactional practice at a top Los Angeles-based law firm as well as IP... read more
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Peter L.

Peter Lemire

2 reviews
Peter Lemire is a founding member of Leyendecker & Lemire, LLC, specializing in business and intellectual property law. He has advised companies on issues such as gener... read more
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Lindsay W.

Lindsay Walton

2 reviews
Lindsay Walton Legal, LLC provides legal solutions to business-leaders, entrepreneurs, start-ups, non-profits and families to level-up in their business, protect their asse... read more
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Scott W.

Scott Wilkonson

2 reviews
Professional practicing in the areas of Social Security Disability applications and appeals. I also practice in the wills, trusts and estate administration. I'm also happy ... read more
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D. Mathew B.

D. Mathew Blackburn

Based in the Denver area, D. Mathew Blackburn, a partner at Bandy & Blackburn, is specialized in tax law, business law, estate planning, and domestic law. He is an expert in tax-related legal matters and is admitted to appear before courts at the state and federal levels and the IRS. Mathew holds a J.D. from Valparaiso University School of Law in addition to an LL.M. in Taxation from the University of Denver.
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Why use UpCounsel to hire a Colorado S Corporation Formation Attorney?

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Why use UpCounsel to form an S Corporation in Colorado

Starting an S Corporation in Colorado with a business startup attorney on UpCounsel is easy, informative, and cost-effective. In just three simple steps, our S Corporation attorneys will help you protect your business and personal assets, and help you organize your business for state and federal compliance for an S Corporation.

When forming an S Corporation in Colorado with UpCounsel, the attorney you choose to help you will conduct a business name search for your Colorado S Corporation and assist you in preparing your S Corporation Operating Agreement, along with providing other legal services based on your needs. Once your Articles of Incorporation have been prepared and successfully filed with the Colorado Secretary of State, your Colorado S Corporation has been formed and begins its existence as a corporate entity.

However, a corporation does not register as an S Corporation with the Secretary of State. It registers as a corporation with the state and then may file for S Corporation status with the IRS. S Corporation status is a taxation category which provides income tax advantages to small businesses.

Choosing a Company Name for Your S Corporation

One of the first steps in the process of forming your S Corporation is to choose your business name.

The business name that you choose must contain the words "incorporated", "corporation", "limited", or "company", or an abbreviation of these words. The name may not indicate or imply that the corporation is organized for a purpose other than one permitted by state law or its articles of incorporation. It must be distinguishable (not the same as or deceptively similar to) the name of an S Corp or foreign S Corporation reserved or registered.

Your S Corporation name may contain the name of one or more members.

By using UpCounsel, you can choose several business names in order of preference. Your attorney of choice can then conduct a name check for your Colorado S Corp before filing to see which names are available. Once you have chosen an available name, your chosen S Corporation attorney can help you properly register your name with the State of Colorado.

Requirements for Forming a Colorado S Corporation

Articles of Incorporation: When forming an S Corporation in Colorado, the Articles of Incorporation must be filed with the Colorado Secretary of State. Colorado state law requires that certain information be included in your Articles of Incorporation when forming your Colorado S Corporation.

This information must include:

  1. The S Corporation name and address.
  2. The purpose of the S Corporation.
  3. The name and address of the registered agent for service of process on the S Corporation.
  4. The number of shares, and their class, that the S Corporation is authorized to issue.
  5. The name and addresses of each of the incorporators.

Additionally, a Colorado S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Qualification Requirements: For a corporation to qualify as a S Corporation for tax purposes, it must meet the following requirements:

  1. Must be a domestic corporation.
  2. Have only allowable shareholders including individual, certain trusts, and estates; and may not include partnerships, corporations or non-resident shareholders.
  3. Have only one class of stock
  4. Have no more than 100 shareholders
  5. Not be an ineligible corporation (i.e. certain financial institutions, insurance companies, and domestic international sales corporations).

Additionally, a Colorado S Corporation formation generally requires inclusion and/or consideration of the following:

S Corporation Operating Agreement: Although the S Corporation Operating Agreement is not required with the Articles of Incorporation, it is a good idea for every S Corporation with more than one member to have one. The Articles of Incorporation may contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, any operating agreement shall initially be agreed to, in writing, by all of the members. If you do choose to adopt an operating agreement, it does not have to be filed with the Secretary of State, but should be kept on file by the registered agent.

Membership: A S Corporation must have one or more members.

Eligibility Requirements: A natural person or an entity.

Procedure for Membership: The member may acquire an interest in the S Corporation directly from the S Corporation at the time of formation and, after formation, at the time provided in and upon compliance with the Articles of Incorporation or the operating agreement or, if not provided, only upon the vote of a majority in interest of the S Corporation members, excluding the vote of the person acquiring the membership interest, and only when the person becomes a party to the S-Corp's operating agreement.

Business Licenses: Business licenses and/or permits are required for most S-Corp's offering specific professional services. Contact the Colorado State Corporations Commission for specific licenses.

Resident Agent needed for a Colorado S Corporation

UpCounsel attorneys can also provide your business with a registered agent in Colorado. Every Colorado S Corporation must have a registered agent in Colorado, which is the person or office designated to receive official state correspondence and notice if the company is "served" with a lawsuit. A Colorado resident, corporation, or a foreign corporation that has the authority to transact business in Colorado may act as a registered agent, as long as they have a physical street address in Colorado.

Colorado Secretary of State

Once you create an S Corporation in Colorado, the Colorado Secretary of State will require that certain recurring responsibilities and duties be fulfilled. The most important of these are explained below.

For further information, contact the Colorado Secretary of State.

Recurring Responsibilities and Duties for Colorado S Corporations

Periodic Report: Each S Corporation shall provide a periodic report to the Colorado Secretary of State regarding its financial condition to each of its members. Your registered agent will be mailed a reminder prior to when your periodic report is due. If your periodic report is not filed on time, your S Corporation could face fines. The periodic report must be filed online at the Secretary of State's website.

Records: Each Colorado S Corporation must keep the following records open to inspection at its office:

  1. A current list of the full name and last known business or residence address of each member and of each holder of an economic interest in the S Corporation set forth in alphabetical order, together with the contribution and the share in profits and losses of each member and holder of an economic interest.
  2. If the S Corporation is manager-managed, you will need a current list including the full name and business or residence address of each manager.
  3. A copy of the Articles of Incorporation and all amendments thereto, together with any powers of attorney pursuant to which the Articles of Incorporation or any amendments thereto were executed.
  4. Copies of the S-Corp's federal, state, and local income tax or information returns and reports, if any, for the six most recent taxable years
  5. A copy of the S-Corp's Operating Agreement, if in writing, and any amendments thereto, together with any powers of attorney pursuant to which any written operating agreement or any amendments thereto were executed.
  6. Copies of the S-Corp's financial statements, if any, for the six most recent fiscal years.
  7. The books and records of internal affairs as they relate to the S Corporation for at least the current and past four fiscal years.
  8. A signed "Incorporator's Statement" showing the names and addresses of the initial directors who will serve on the board until the first annual meeting of shareholders.

Filing Fees for a Colorado S Corporation

Filing of the Articles of Incorporation must be made with the Colorado Secretary of State in which the S Corporation was organized, along with the appropriate state filing fee. The fee for this is $50 and the Articles may be emailed or mailed along with the fee. Keep in mind that fees can be subject to change, so make sure to refer to the Colorado Secretary of State for any updates.

Taxes for a Colorado S Corporation

A Colorado S Corporation is a special type of corporation created through an IRS tax election. An eligible corporation can avoid double taxation (once to the corporation and again to the shareholders) by a corporation with a Subchapter S designation by the IRS. A corporation must file a Form 2553 to elect "S" status within two months and 15 days after the beginning of the tax year.

Owners of the S Corporation report business losses or profits on their personal tax returns, and therefore the business itself is not taxed. Each shareholder is responsible for paying taxes on their pro rata share of the S corporation's items of income, deductions, and credits (through a Schedule K-1 form).

Colorado state law follows federal law for income tax purposes. Therefore if a corporation is classified as an association taxable as a S Corporation for federal income tax purposes, so will it be taxable as a corporation for state tax purposes.

Federal Income Tax: An S Corporation does not pay federal income tax.

Colorado State Income Tax: Colorado does not impose an income tax on businesses.

Federal Tax Identification Number: Your corporation will need to obtain a federal tax identification number, which is also known as an Employment Identification Number (EIN). You do not need to get a new EIN after the corporation choose to become a S Corporation. An EIN is similar to an individual's social security number. You will need an EIN for your S Corporation as long as there is one member, even if the S Corporation does not have employees. For certain tax filing requirements the attorney you choose on UpCounsel can help prepare your Federal Tax ID Application, if you have not done so already.

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