How to Form an LLC in Colorado

Colorado Secretary of State—Business Organizations
1700 Broadway—Suite 200
Denver, CO 80290-1201

303.894.2200 telephone
303-869-4864 facsimile

Statutory Authority: Colorado Limited Liability Company Act — Colo. Rev. Stat. § 7-80-101 (2012)

Colorado LLC General Filing Instructions

1. Confirm availability of company name and reserve it if necessary.
2. Complete the online “Articles of Organization.”
3. Submit the completed online document, along with filing fees, to the Colorado Secretary of State. NOTE: Paper forms are not accepted.

Colorado Articles of Organization

The following information is legally necessary and sufficient to form a limited liability company in Colorado:

1. Company name
2. Principal office street and mailing address
3. Registered agent name, address, and consent
4. True name and address of each person forming the LLC
5. Management structure
6. Optional provisions
7. Name and mailing address of each individual causing document to be filed

Colorado LLC Fee Schedule

Statement of Reservation of Name: $25.00
Articles of Organization: $50.00
Foreign Entity Authority Statement: $100.00
Expedited Service: $150.00
Certified Copy: $5.00
Periodic Report: $10.00
Articles of Dissolution: $25.00

Company Name

Your company name must include a limited liability company designator. In Colorado the specific limited liability company designators are: “Limited Liability Company” “Ltd. Liability Company” “Limited Liability Co.” “Ltd. Liability Co.” “Limited” “L.L.C.” “LLC” “Ltd.”

Conduct an entity name search on the Colorado Secretary of State website to conform the availability of your company name.

If the name you want is available you can reserve it for 120 days by filing a “Statement of Reservation of Name” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.

Registered Agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

Colorado requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a Colorado resident or active Colorado business entity that has a Colorado street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a Colorado resident and have a Colorado street address.

Optional Provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a Colorado limited liability company. Nevertheless, Colorado permits you to add other provisions to your Articles of Organization as an attachment.

The most common optional provisions are the following:

☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation

Post Formation and Ongoing Compliance

1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open a company bank account.
5. Create and maintain a company records book.
6. File a “Periodic Report” each year to the Colorado Secretary of State.

Registering as a Foreign Entity

1. Complete the online “Statement of Foreign Entity Authority” form.
2. Submit the completed online form, along with the appropriate filing fee, to the Colorado Secretary of State. NOTE: Paper forms are not accepted.

Dissolving a Colorado LLC

1. Complete the online “Statement of Dissolution.”
2. Submit the completed online document, along with the $25.00 dissolution fee, to the Colorado Secretary of State. NOTE: Paper forms are not accepted.