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Register a Foreign LLC in Colorado

Register a Foreign LLC in Colorado

Key Takeaways:
  • A foreign LLC in Colorado means a business formed in another U.S. state that wants to operate in Colorado; state law requires such entities to register and maintain a Colorado physical address via a registered agent.
  • To register, you must file a Foreign Limited Liability Company Application for Registration with the Colorado Secretary of State and appoint a registered agent available during business hours.
  • Required information includes: the LLC’s original name and state of formation, formation date, main office address, Colorado registered agent’s details, names of responsible persons, and the responsible party’s signature.
  • You may also need a Certificate of Existence/Good Standing from the original state of formation, often accepted electronically for faster processing.
  • Processing typically completes quickly, though in some cases it may take up to a month; upon approval, you’ll receive confirmation from the Secretary of State.
  • Failure to register can result in fines, loss of liability protections, and personal liability if sued in Colorado; compliance requires filing annual periodic reports to remain in good standing.

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Registering a Foreign LLC in Colorado

If you started a business outside Colorado, but are interested in doing business here, then you need to register your business in Colorado as either a foreign corporation or LLC. This process involves registering your business with the secretary of state and obtaining a registered agent. It's not a difficult process and doesn’t even require a business search. Thankfully, we've listed all the steps here for you.

Doing Business in Colorado

If your business is treated as "doing business" in Colorado, it should be registered in Colorado as a foreign entity. Being a foreign entity does not mean that your business was formed in a foreign country, it means any business entity formed in another state.

Colorado Law requires any entity that is doing business in the state of Colorado to maintain a physical address in the state of Colorado. Our Colorado registered agent service satisfies this requirement.

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Registration & Registered Agent

To register your foreign LLC in the state of Colorado, you have to file a Foreign Limited Liability Company Application for Registration. The Secretary of State for Colorado approves these documents, and you can easily acquire the required forms at the Secretary of State website here.

The information you provide is this form is similar to what you would provide to Form an LLC, but there are meaningful differences. You will need some of the documents you previously used to form the LLC in the state in which the LLC was originally formed. The documents and requirements you will need are the following:

  • The name of the Limited Liability Company when you formed it in its original state
  • If you want to change the business name, provide the name under which your LLC will operate, as well as the original name
  • The state where the LLC was originally formed
  • The date when your Limited Liability company was formed
  • You might also need to specify the location where your business operates
  • Your main offices address
  • The address and the name of the registered agent for the state of Colorado
  • The name of all the persons that are legally related to the LLC
  • The signature of the person responsible for your LLC

You might also need to show that your registered agent is available to accept and receive official documents during normal business hours.

In some situations you might need you to provide a recent Certificate of Existence or a Certificate of Good Standing, issued by an agency in the state where your LLC was originally formed. While you may submit an original document, it will be fastest to upload an electronic copy.

It might take a month or more to complete this process from beginning to end, but in most cases your application will be approved quickly. A copy of the form you submitted will be sent to you by the Secretary of State when the process is complete, or, if you have elected to have us complete the process for you, we will notify you when your application has been accepted.

What happens if you don't register?

There are fines you could face, as well as not enjoying the benefits of a limited liability company in Colorado. If you are sued in Colorado and a court rules that you did not register to do business in Colorado, then you may not enjoy any liability protections, making you personally liable. This is in addition to fines you may face for operating without registering. These penalties may be imposed for every year you are not registered, so be sure to register your foreign LLC in the state of Colorado! Once you’re registered, there are additional steps you must take to remain compliant year to year such as filing your periodic report. If you get our registered agent service, we will keep track of when your periodic report is due and even file it for you!

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Author
Jonathan Feniak, Esq., MBA

Jonathan is admitted to practice law in Colorado and Wyoming. In this position, he helps business owners at nearly every level and in nearly every industry with asset protection, estate planning, and business formation. Beyond business owners, Jonathan also helps activists of all political persuasions to legally protect themselves.