Colorado Secretary of State LLC: Everything You Need to Know
In Colorado, you can create an LLC, or limited liability corporation, by filing a document known as Articles of Organization.3 min read
2. Filing a Colorado Secretary of State Annual Report
3. How to Cure a Colorado LLC Delinquency
How to Create an LLC in the State of Colorado
In Colorado, you can create an LLC, or limited liability corporation, by filing a document known as Articles of Organization. This paperwork must be submitted to the Colorado Secretary of State. You can download a sample copy of this document from the agency's website. You must file the Articles of Organization online and pay the $50 fee to form an LLC. This paperwork must include:
- Your name and address
- The name of the LLC and its business address
- The management or member structure of the LLC
- The name and address of the LLC's registered agent
Colorado legally requires the name of an LLC to include certain abbreviations or words that clearly identify it as an LLC, such as:
- limited liability company
- ltd. liability company
- limited liability co.
- limited company
In addition, you must choose a name that can be distinguished from existing Colorado LLCs. When considering a name, search the business name database maintained by the Colorado Secretary of State. When you've landed on the right name, you can hold the name for up to 120 days by filing a document with the Secretary of State called the Statement of Reservation of Name online and paying the $25 filing fee.
All Colorado LLCs have to designate a registered agent. This person or entity agrees to send and receive legal documents in place of the LLC, including acceptance of service of process. The registered agent can be:
- Any full-time Colorado resident
- Any business entity primarily based in Colorado
- Any foreign entity registered to do business in the state and that regularly does so
If you decide to file an operating agreement for your LLC, this can be submitted separately from the Articles of Organization. While an operating agreement is not legally required, it is highly advised.
Any LLC in Colorado with more than one member must obtain a free EIN (employee identification number) from the IRS. One-member LLCs only have to have an EIN if you have employees or plan to file taxes as a corporation instead of as a sole proprietorship. To get your EIN, simply apply at the IRS website.
In certain instances, new LLCs are required to register with the Colorado Department of Revenue. This applies if you have employees or will be selling merchandise that is subject to sales tax. You may also need other local and state business licenses depending on the location and type of LLC.
If your LLC was organized outside Colorado, you must register with the Secretary of State to do business in the state. Foreign LLCs must have a registered agent who is physically located in Colorado and file the Statement of Foreign Entity Authority online. This carries a $100 filing fee. Before filling out this form, make sure your LLC name is not already in use in Colorado by searching the state's business name database.
Filing a Colorado Secretary of State Annual Report
Every year, LLCs must file a report online with the Secretary of State with a $10 filing fee. This Periodic Report must be turned in within three months of the first day of the month when your LLC was formed. You can also file starting two months before the anniversary date. The filing fee can easily be paid online with a credit or debit card.
Visit the Secretary of State's homepage, then click on "Business Renewal/File Periodic Report." You'll be able to search for your business by name or EIN, then click the "Confirm" button to access and update your LLC's information. You'll be subject to a $40 penalty for filing a Periodic Report after the three-month submission period has expired.
How to Cure a Colorado LLC Delinquency
If your Periodic Report is more than a month late, your LLC is marked as "Delinquent" and you are no longer eligible to conduct business in Colorado. The Delinquency period is indefinite and can be reserved by submitting the Statement Curing Delinquency with the Secretary of State, and paying a $100 filing fee. If you do not take this step within 400 days, your LLC name will become open to use by other businesses. You can contact the Secretary of State office online or via phone or postal mail if issues arise.
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