Colorado Incorporation, LLC, and Not-for-Profit Information

Nickname:The Centennial State

Capital: Denver

Following please find a guide of state information with reference to the registration of a Colorado Corporation, LLC and Not-For-Profit company. Please click on the tab to the corresponding Colorado entity for which you would like additional information. You will find information on items such as company name, filing document, annual report and taxation requirements. Please contact us for more information or to place an order.

Company Name:

The name shall contain the word "corporation", "company", "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp." or "Ltd."

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.

The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: bank, trust, or any derivation thereof, credit union, savings and loan, insurance, casualty or surety.

Company names in Colorado can be reserved for 120 days.

Formation Document:

The formation document required to file a corporation in Colorado is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, shares, par value, business address, name and address of the registered agent.

Professional Corporations:

Colorado law does allow for the formation of Professional Corporations (PC's).

Directors/Officers:

Corporations are managed by their Board of Directors. The minimum number of directors required in Colorado is 1 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

Bylaws:

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.

Corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors, officers and shareholders, minutes of all director and shareholder meetings, records of actions taken by directors or shareholders without a meeting, record of all shareholders and their number and class of shares, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements:

All Colorado corporations will be required to file an annual report every year with the Colorado Secretary of State. The statement will request updated information on the corporation's name, principal office, names and addresses of directors and officers, and any information that has changed over the previous year. The statement is due starting the year after formation by the date of incorporation. Failure to file the annual report may result in the company becoming inactive. Colorado offers a reduced Annual Business Report fee if filed online.

Assumed Name DBA:

Corporations can register an Assumed Name (DBA) with the Colorado Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a Statement of Trade Name complying with pursuant to § 7-71-103 and Part 3 of Article 90 of Title 7 of the Colorado Revised Statutes (C.R.S.). The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

Dissolution:

The Business Corporation Law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution pursuant to §7-114-103 and part 3 of Article 90 of Title 7 of the Colorado Revised Statutes (C.R.S.).

Taxation:

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In Colorado an application for S-Corporation Election is required to be filed with the IRS.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Colorado Department of Taxation and Finance at http://www.revenue.state.co.us.

Company Name:

The name shall contain, without abbreviation, the words "Limited Liability Company" or the abbreviation "L.L.C." or "LLC". The word "Limited" may be abbreviated as "Ltd." and "Company" may be abbreviated as "Co."

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose than then stated in the Articles of Organization.

The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: bank, trust, or any derivation thereof, credit union, savings and loan, insurance, casualty or surety.

Company names in Colorado can be reserved for 120 days.

Formation Document

The formation document required to file an LLC in Colorado is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, purpose, business address, names and addresses of the initial members and/or managers, whether the company will be managed by the members or managers and the name and address of the registered agent. An original and a copy of the Articles of Organization must be filed with the Colorado Secretary of State.

Professional LLC's

Colorado law does not allow for the formation of Professional LLC's (PLLC's).

Members/Managers

LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in Colorado is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.

Operating Agreement

The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.

Annual Requirements

All Colorado LLCs will be required to file an annual report every year with the Colorado Secretary of State. The statement should list current information on the company's principal office address and the name and address of the registered agent. The statement is due starting the year after formation by the date of incorporation. Failure to file the annual report may result in the company becoming inactive. Colorado offers a reduced Annual Business Report fee if filed online.

The LLC must also keep detailed records of the company members, managers, articles of organization, operating agreement and tax returns for inspection at its principal office.

Assumed Name DBA

LLC's can register an Assumed Name (DBA) with the Colorado Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a Statement of Trade Name complying with pursuant to § 7-71-103 and Part 3 of Article 90 of Title 7 of the Colorado Revised Statutes (C.R.S.). The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

Dissolution

The Colorado Law provides a procedure for voluntarily dissolving a domestic LLC by filing an Articles of Dissolution pursuant to §7-80-802 and part 3 of Article 90 of Title 7of the Colorado Revised Statutes (C.R.S.).

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Colorado Department of Taxation and Finance at http://www.revenue.state.co.us.

Company Name:

The name shall contain the word "corporation", "company", "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp." or "Ltd." but is not required to have a corporate designator.

The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.

The following words or phrases are either prohibited or restricted and may require consent from the associated department prior to filing with the Department of State: bank, trust, or any derivation thereof, credit union, savings and loan, insurance, casualty or surety.

Company names in Colorado can be reserved for 120.

Formation Document

The formation document required to file a Not-For-Profit corporation in Colorado is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, street and mailing address, registered agent name and address, if they will have voting members, and provisions regarding the distribution of assets on dissolution.

Directors/Officers

Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in Colorado is 3 and they must be 18 years old. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.

You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.

Bylaws

The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.

NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.

Annual Requirements

All Colorado corporations will be required to file an annual report every year with the Colorado Secretary of State. The statement will request updated information on the corporation's name, principal office, names and addresses of directors and officers, and any information that has changed over the previous year. The statement is due starting the year after formation by the date of incorporation. Failure to file the annual report may result in the company becoming inactive. Colorado offers a reduced Annual Business Report fee if filed online.

Assumed Name DBA

NFP Corporations can register an Assumed Name (DBA) with the Colorado Secretary of State. If a corporation desires to conduct activities under a name other than its true legal name, a Statement of Trade Name complying with pursuant to § 7-71-103 and Part 3 of Article 90 of Title 7 of the Colorado Revised Statutes (C.R.S.). The DBA name must meet the same name availability requirements as a newly formed entity, however, cannot include the corporate endings "corporation", "incorporated" or "limited" or an abbreviation of one of such words.

Dissolution

The Colorado Law provides a procedure for voluntarily dissolving a domestic corporation by filing an Articles of Dissolution, pursuant to Section 7-134-103 of the Colorado Revised Statutes Not-for-Profit Corporation Law, with the Colorado Department of State.

Taxation

New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.

In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.

As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the Colorado Department of Taxation and Finance at http://www.revenue.state.co.us.