How to Incorporate 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 Business Corporation Act — Colo. Rev. Stat. § 7-101-101 (2012)

Colorado Incorporation General Filing Instructions

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

Colorado Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in Colorado:

1. Company name
2. Principal office street and mailing address
3. Registered agent name, address, and consent
4. Name and address of each incorporator
5. Class and number of authorized shares
6. Optional provisions
7. Name and address of each individual causing the document to be delivered for filing

Colorado Incorporation Fee Schedule

Statement of Reservation of Name: $25.00
Articles of Incorporation: $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 end with a corporate designator. In Colorado the specific corporate designators are: “Corporation” “Incorporated” “Company” “Limited” “Corp.” “Inc.” “Co.” “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 corporation. Nevertheless, Colorado permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and Ongoing Compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File a “Periodic Report.”

Registering as a Foreign Entity

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

Dissolving a Colorado Corporation

1. Complete the “Articles of Dissolution.”
2. Submit the completed document, along with the filing fee, to the Colorado Secretary of State. Documents must be submitted online. NOTE: Paper forms will not be accepted.

How to Incorporate in Colorado
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