Form an LLC in Colorado

Colorado forms LLCs online and only online

Colorado publishes no paper Articles of Organization form. The Secretary of State's business forms index shows the Articles of Organization as "File online" with "Not available" under Paper form, and the fee schedule prints $50.00 under Online fee with "n/a" under Paper fee. The one expedited service the office sells, $150.00 for a business organization document filing fulfilled within three business days, also reads "n/a" in the Online fee column.

The Secretary of State states that documents filed online "are processed in real time and are available immediately after successful payment." Payment must be by credit card, debit card or prepaid account, not check or cash, and the office does not mail the filed document back.

Filing the Articles of Organization

C.R.S. § 7-80-203(1) lets one or more persons form a limited liability company by delivering articles of organization to the Secretary of State for filing, and an individual organizer "shall be of the age of eighteen years or older." The filing runs through "File a Business Document" on the office's site. The fee is $50.00, and under § 7-80-207 the company is formed when its articles of organization become effective.

Section 7-80-204(1) sets out what the articles must state:

• the entity name;
• the address of the initial principal office;
• the registered agent's name and registered agent address;
• the true name and mailing address of each person forming the company;
• that management is vested in one or more managers or in the members, whichever is the case;
• that there is at least one member.

The organizer's true name and mailing address therefore sit on the public record, though the checklist notes this "does not determine ownership." Under § 7-90-314(1) a person's written consent is required before that person's name or address goes into the document, and the checklist says the consent is kept for the filer's own records rather than submitted.

Naming a Colorado LLC

The designator list at § 7-90-601(3)(c) accepts "limited liability company," "ltd. liability company," "limited liability co.," "ltd. liability co.," "limited," "l.l.c.," "llc," or "ltd.," so the bare words "Limited" and "Ltd." can close a Colorado LLC name. Section 7-90-601(2) requires the name to be distinguishable on the records of the Secretary of State from every other entity name and every reserved name.

The designator, spacing, hyphenation and added symbols all count, so ABC LLC is not the same as ABC Limited Liability Company or as A-B-C LLC. Periods, commas, underscores and apostrophes do not, and uppercase and lowercase letters are not distinguishable from each other, so ABC Inc is the same as A.B.C. Inc. The office's name availability search reports whether a specific name is available but does not show similar names.

A reservation costs $25.00 online and holds the name for a one-hundred-twenty-day period under § 7-90-602(1), renewable successively. An LLC trading under any name other than its true name files a Trade Name Statement, $20.00 online. Section 7-71-101 bars transacting business in Colorado under another name unless that statement is on file, § 7-71-102(2) sets a civil penalty of up to five hundred dollars, and § 7-71-102(1) bars any Colorado court proceeding to collect a debt until the statement is filed. Changing the LLC's own name later means Articles of Amendment online for $25.00.

Registered agent rules

Every Colorado LLC continuously maintains a registered agent, and § 7-90-701(3) requires the filing to contain a statement that the person has consented to the appointment. Only one individual or entity may be appointed, and it cannot be the Secretary of State.

An individual agent is eighteen or older with a primary residence or usual place of business in Colorado under § 7-90-701(1)(a)(I). Since August 7, 2024, § 7-90-701(1)(a)(II) has added an identity check: the individual holds a current, valid Colorado driver's license or Colorado identification card, or otherwise verifies residency status with the Secretary of State consistent with the office's policies. That second route runs on a registered agent passcode, emailed after one proof-of-address document dated within the last ninety days clears a review queue; the passcode expires forty-five calendar days from issue.

Section 7-90-701(2) lets an entity in good standing with a usual place of business in Colorado serve as its own registered agent. A usual place of business is a Colorado place customarily open during normal business hours where an authorized individual is commonly present (§ 7-90-102(56)(b)); a commercial or post office box cannot be the agent's physical street address, though a separate Colorado mailing address may be one. A Statement of Change Changing the Registered Agent Information costs $10.00, or the change rides along free inside the Periodic Report under § 7-90-702(1)(b). See the Colorado registered agent guide.

The Periodic Report

Colorado's recurring filing is the Periodic Report, named at § 7-90-501. It costs $25.00, is filed electronically through the office's website, and states the entity name, formation jurisdiction, registered agent name and address and principal office address. No Periodic Report may state a delayed effective date.

The first report is due no later than the last day of the second calendar month following the first anniversary of the calendar month in which the articles became effective, and annually after that. Each entity's Periodic Report month appears on its Summary page, and the report is due by the last day of the second month following that month, so a January Periodic Report month gives a March 31 due date. It may be filed two months before the Periodic Report month or two months after it without any penalty.

Missing the date starts a sequence that does not end the company. The next day the status becomes Noncompliant and a $50.00 late fee is assessed under § 7-90-501(7). Sixty days later the status changes to Delinquent. A delinquent entity may not maintain a Colorado court proceeding to collect its debts under § 7-90-903(1), but § 7-90-903(4) provides that "the existence of a domestic entity continues notwithstanding its delinquency." Dissolution is not automatic: under § 7-90-908(1), after three years or more of uncured delinquency any manager of the entity may cause it to dissolve by filing a statement of dissolution of delinquent entity. See the Colorado LLC dissolution guide.

Section 7-90-601.6(1) requires a delinquent entity's name to include the word "delinquent" followed by the date of the delinquency after the four-hundredth day, and on the 401st day the original name becomes available for another entity to use. A Statement Curing Delinquency costs $100.00 online and returns the entity immediately to Good Standing on completion of the filing.

Beginning July 1, 2027, § 7-90-501(1)(f) and (1.5) require a private sector employer with one hundred or more workers to report EEO-1 workforce data inside the Periodic Report, and to keep doing so even if the federal government repeals the federal requirement.

Operating agreements under the Colorado LLC Act

Colorado does not accept an operating agreement for filing, and it is not among the contents § 7-80-204(1) requires in the articles. Section 7-80-102(11)(a) says the operating agreement "need not be in writing" except as otherwise provided in the article or required by a written operating agreement, and § 7-80-108(5) provides that it "is not subject to any statute of frauds." For a single-member company, § 7-80-102(11)(b)(I) treats any writing signed by the sole member about the company's affairs and the conduct of its business as the operating agreement, without regard to whether that writing otherwise constitutes an agreement. Drafting is covered in the operating agreement guide.

Section 7-80-107(2) adds that failure to observe the formalities or requirements relating to management of the company's business and affairs is not in itself a ground for imposing personal liability on members.

Getting an EIN

An EIN is issued by the Internal Revenue Service, and the Colorado Secretary of State says its office is not involved in either state or federal tax issues. The EIN guide covers the application.

Colorado taxes that reach an LLC

State tax registration happens at the Department of Revenue rather than the Secretary of State, which does not send tax information. Section 39-22-104(1.7)(c) imposes a tax of four and forty one-hundredths percent on the federal taxable income of every individual, estate and trust for taxable years commencing on or after January 1, 2022, and the Department of Revenue publishes the rate applied by year: 4.4% for 2022 and 2023, 4.25% for 2024 and 4.4% for 2025. An LLC taxed as an S corporation or a partnership may elect annually under § 39-22-343 to be taxed at the entity level, but only in an income tax year where there is a limitation on the deductions allowed to individuals under section 164 of the Internal Revenue Code. The Colorado LLC taxes guide goes further.

The sales tax license fee is prorated by application date, running from $16.00 for January through June of an even-numbered year down to $4.00 for July through December of an odd-numbered year. Services are not subject to Colorado sales tax. A state license covers only state and state-collected tax jurisdictions, so a business in a home-rule city contacts that city for its own license requirements.

Licensing and professional service companies

Licensing is researched separately after the Secretary of State filing, at federal, state, county and local level. Some licenses are issued by the Colorado Department of Regulatory Agencies, others through local city or county offices. The Division of Professions and Occupations regulates more than 60 professional, occupational and business credential types in Colorado.

Colorado has no separate professional entity filing. The Secretary of State answers that professional service companies file the same documents as their legal form of entity, so a professional practice organizes with the same Articles of Organization. A specific professional designator may be required in the name, under § 7-90-601 and the profession's own provisions in Title 12 or C.R.C.P. 265.

Artist company LLCs

Since August 12, 2026 a Colorado LLC may be organized as an artist company under the Colorado Artist Company Act, part 12 of article 80 of title 7. Section 7-80-1203(1) requires a stated artistic mission set out in the articles of organization or the operating agreement, and requires that artists "at all times maintain an ownership percentage of not less than fifty-one percent of all voting securities of the artist company." Section 7-80-1203(3)(a) lets the articles or operating agreement state that the artistic mission has primacy over financial objectives, and an existing LLC may elect in by amending its articles.

Coming in from out of state

An out-of-state LLC entering Colorado files a Statement of Foreign Entity Authority for $100.00, and the contents § 7-90-803(1) requires include no certificate of good standing from the formation jurisdiction. See the Colorado foreign LLC guide and the Colorado corporation guide.

Frequently asked questions

Can I file Colorado Articles of Organization on paper?

No. The Colorado Secretary of State's business forms index shows the Articles of Organization as online filing only, with "Not available" in the Paper form column, and the fee schedule lists $50.00 as an online fee with "n/a" for paper.

How long does a Colorado LLC filing take?

The Secretary of State states that documents filed online are processed in real time and are available immediately after successful payment, unless the document states a delayed effective date.

When is the Colorado Periodic Report due?

By the last day of the second month following the entity's Periodic Report month, which is shown on the entity's Summary page. It can be filed two months before that month through two months after without penalty.

What happens if a Colorado LLC misses its Periodic Report?

The entity becomes Noncompliant the day after the due date and a $50.00 late fee is assessed. Sixty days later the status changes to Delinquent, and the company's existence continues under C.R.S. § 7-90-903(4).

Can I be my own registered agent in Colorado?

An individual who is eighteen or older whose primary residence or usual place of business is in Colorado may serve, and an entity in good standing with a usual place of business in Colorado may serve as its own registered agent under C.R.S. § 7-90-701(2).

Does Colorado require a written operating agreement?

No. Under C.R.S. § 7-80-102(11)(a) a Colorado operating agreement need not be in writing except where the LLC Act or a written operating agreement requires a writing, and C.R.S. § 7-80-108(5) exempts it from any statute of frauds.