The Business Division of the Colorado Secretary of State handles corporate filings in Colorado. The Business Division also keeps corporate filings, handles trademarks, trade names, and issues certificates of good standing. The types of business structures available are – corporation, limited liability company, limited partnership, limited liability limited partnership, and limited partnership associations. Other types, such as a sole proprietorship, do not require filings with the Secretary of State, except for registering a trade name.
Five basic steps to incorporate in Colorado
- Search to see if the company name you intend to use is available. You can use the free CorpNet company name search. In Colorado, a business entity name has to be distinguishable from those already registered. Articles (the, a) added are considered distinguishable. So, “The Dog Bone” is different than “Dog Bone.” Colorado also allows spacing differences to count as different names. “ABC Inc.” is considered distinguishable from “A B C Inc.” This means that very similar names may refer to different corporate entities. Registration does not protect you from lawsuit if your name infringes on the trade name of another company. Your name will also have to include the appropriate suffix or an abbreviation – corporation, incorporated, company, or limited. Your corporate name in Colorado will have to include one of the suffixes, Corporation (or Corp.); Incorporated (or Inc.) and for limited liability companies, LLC.
- Register your corporation (or LLC) with the Secretary of State. CorpNet offers filings of the Articles of Incorporation (for corporate structures) and for LLCs, Articles of Organization.
- Hold the first official meeting for the corporation or LLC and adopt the Bylaws (corporations) or Operating Agreement (LLCs). This is a legal meeting and must be recorded as such. (See section below about officers and documentation.)
- Apply for a Federal Employer Identification Number (EIN) under the corporate name. In Colorado, this will also serve as your State Tax Identification Number. You will also have to arrange for a bank account under this number for accounting purposes. Your financial institution will want a copy of the EIN as well as a certificate of good standing (or a certificate of existence) from the Secretary of State.
- Obtain any specific licenses and permits required, either statewide or for the county in which you will do business. Some examples would be: Electrician’s license, trucking licenses and permits, Liquor license, etc.
Foreign and Domestic Corporations
A foreign entity is a corporation formed under a statute or common law in a jurisdiction other than Colorado, for example, another state or country. Foreign entities are recognized under the law of Colorado after the foreign entity files a Statement of Foreign Entity Authority. If a foreign entity’s true name (its name in its home jurisdiction) is not available in Colorado, the foreign entity will be required to select an assumed entity name for use in Colorado. The assumed name will be the entity name used to transact business in Colorado. Foreign entities are required to have a registered agent in Colorado.
Domestic corporations are those formed under the laws of Colorado itself, under or subject to the Colorado Business Corporation Act (“CBCA”), articles 101 to 117 of title 7, C.R.S.
Officers and documents
Corporations in Colorado must have one or more incorporators whose names and addresses will appear in the articles of incorporation. Directors do not have to appear in the initial filing. All must be at least 18 years old and a natural person – that is, a corporation cannot act as an incorporator for another corporation.
Although corporations can be formed for any lawful purpose, the purpose does not have to be stated in the articles of incorporation. The articles of incorporation do have to list the stock shares authorized for issue (number and class). Every corporation is required to maintain a primary office. This can be the same as the registered agent’s address.
- Domestic For-Profit Corporation Articles of Incorporation – This document formally forms the corporation in Colorado. There are versions for each of the following entities:
- Limited liability company (LLC)
- Profit corporation
- Nonprofit corporation
- General partnership as a limited liability partnership (LLP)
- Limited partnership registered as a limited liability limited partnership (LLLP) using a combined document
- Limited partnership (LP)
- Limited partnership association
- Cooperative association
- Statement of Reservation of Name – This form is used to reserve a name before Articles of Incorporation are filed. Submission keeps the name reserved for 120 days. The same form is used for foreign or domestic corporations.
- Record Identification or ID Search – Used to obtain or verify a certificate of good standing. This certificate establishes a corporation as duly registered and legal to transact business in Colorado.
- Statement of Change – This is used to alter information recorded with the Secretary of State. Changes can also be made through the annual report.
Forming a corporation online
Incorporation in Colorado can be handled remotely through our services. We act as the liaison between you and the Colorado Secretary of State. At CorpNet you can find complete packages that allow you to start your corporation or LLC without missing key steps or documents.
Incorporating online is as easy as providing some initial information and deciding which type of corporation best fits your needs. CorpNet is available to help you start a corporation in Colorado and one-year Registered Agent Services is standard in our packages. We also include unlimited customer support.