If you want to set up a limited liability company (LLC) in Colorado, you must submit articles of organization, filing them with the Secretary of State for approval before trading. These articles establish your firm as a separate legal entity independent of your personal finances.
Here, we discuss what articles of organization are, the information you need to include, and how they differ from articles of incorporation. We then discuss how much it costs to file them, how to file them, and how attorneys can help you manage the process.
Articles of organization are formal legal documents to establish a limited liability company at the state level. Forms contain an operating agreement and various corporate statutes. They also include the name of the LLC, information about how you will manage the firm, signatures of members, and details of the company’s registered agent (a role we discuss in more detail below).
Entrepreneurs sometimes fill out articles of organization templates individually online and submit them to the Colorado Secretary of State. However, most get an attorney to do it for them.
Articles of organization help state authorities keep track of businesses operating in Colorado and ensure they meet regulatory requirements. They provide them with the information needed to approve an LLC formation. Various industries, such as food service and child care are more regulated than others.
Ultimately, articles of organization protect end-users and consumers. The Colorado government feels it must collect this data to keep residents safe.
Colorado state law requires business founders to include essential information in their articles of organization. Therefore, you must include the following:
Your company name (which must include an indication of its LLC status, such as LLC, L.L.C., or ltd.).
Your statement of purpose – the reason you’re setting up your LLC (usually describing your mission and the professional services you intend to offer)
The duration of your firm – whether your business will be perpetual or will expire in several years
The place of business – your primary premises or location for conducting business operations, including the relevant address
The principal mailing address – the street name and number for mail correspondence if it is different from your primary address
The registered agent – the person who agrees to accept service of process notifications if the firm enters into a legal dispute. This individual doesn’t necessarily need to be an owner
The registered agent’s mailing address – the address of the person who will accept service of process notifications
The registered agent’s email address – an optional way for authorities and third parties to get in touch with your registered agent if they cannot mail them
Management details – information telling the state whether owners will manage the company themselves or hire outsiders to do it for them
A statement that at least one member is applying for LLC status
Delayed effective date – an option letting you choose when your organization becomes an official state-recognized legal entity
Note that Colorado LLC articles of organization may be different from other states. Therefore, always follow the specific instructions from the Secretary of State.
Once you submit articles of organization, the Secretary of State will approve them after a short processing delay, subject to meeting various conditions. You can then form an LLC and benefit from the limited liability the entity offers.
Articles of incorporation are documents submitted to the Secretary of State to establish non-profit and for-profit corporations. By contrast, articles of organization are specific to LLCs, which are different legal entities.
However, the information you submit in the articles of incorporation is similar. For example, you’ll need to inform the Secretary of State about your business name, address, registered agent, and the names of incorporators (who founded the company). You’ll also need to assign any initial shares and give them a corresponding value. This way, you can define ownership of the organization.
Articles of incorporation are public. Therefore, you should omit any confidential business information before submitting them. If you don’t know what to include, consult with an attorney.
Filing articles of organization in Colorado is $1, down from $50.
House Bill 22-1001, part of the Colorado Business Fee Relief Act, went into effect on July 1, 2022. This legislation cut the price of forming a company in the state for a year. The act will expire on June 30, 2023, after which the price of articles of organization submission will rise to $50 again.
In addition to filing fees, ongoing fees may also apply. For instance, LLCs must pay a $10 Annual Report fee. They must also conduct a Trade Name filing which usually costs $20 but is only $1 until June 30, 2023. Trade name renewals cost $5 per year.
There is also a Colorado-registered agent fee. If you act as your own registered agent, you pay nothing. If you hire these services, the cost is around $125 per year.
Filing articles of organization in Colorado is a three-step process. First, you need to collect various articles of organization forms. Then you must fill them out correctly and file them with the authorities.
Collecting your articles of organization requires going online to the relevant portal and accessing them online. You cannot file paper articles in Colorado anymore.
The next step is to fill out your articles of organization. To do this, you’ll need all the information discussed above, including your company name, business address, and registered agent.
Be careful when choosing an entity name. Ensure it meets Colorado’s naming guidelines and check no other companies are using it.
State-level naming rules are as follows:
Do not use the terms 'bank' or 'university' in your name unless you are a bank or university
Do not include words that could confuse your LLC with a state agency, such as IRS, DoD, or Treasury
Do not include any names, obscenities, or slanderous phrases that break Colorado law (this point should be self-explanatory)
Ensure your name is distinguishable from other firms operating in your industry and the state. Avoid changing one letter or adding an extra vowel to a competitor’s name.
Include an LLC abbreviation in your business name, including 'ltd', 'ltd. liability company', 'l.l.c' or 'limited liability co'.
If you’re unsure if your name is available, you can check using the Colorado Secretary of State’s name search. Type in the terms you want to find to scan the database for any existing companies with similar names to yours.
Next, you must provide details regarding your registered agent, including their name, office address, and email. Your registered agent can be you or any Colorado resident over 18. State legislation demands that they are available during regular business office hours. Write down their street number and address when prompted. You cannot use a P.O. box.
Lastly, state the governing authority of the LLC – i.e., who will manage it. You can either take control directly or hire managers to operate the firm.
Carefully consider which structure is best for you. You may prefer direct oversight or professionals to run the company for you, generating passive income. It depends on your business style and goals. The Colorado Secretary of State will accept articles of organization for both company types.
After you include all relevant information, the next step is to submit all documents. Again, you must form a Colorado LLC online. Check the 'Limited liability company (LLC)' option and click submit.
After you submit Colorado articles of organization, the Secretary of State will process them, which can take several weeks. Once you receive formation confirmation, you should complete the following steps:
Write down your operating agreement. This legal document outlines the structure and roles of each member of your LLC. Colorado state law doesn’t require you to have this document to form an LLC. However, you should always write one to avoid disputes later on. Operating agreements form part of your private business records. You do not need to file them with the state.
Open a business bank account. You’ll want to conduct all financial matters relating to your firm outside of your personal accounts. Mixing assets could leave your house, car, or stock portfolio liable if creditors seek debt repayments from your firm.
Get the necessary licenses and permits. Colorado requires new businesses to obtain licenses and specific clearances, depending on their industry. Check you meet all these requirements before trading.
Get your EIN. You need an employer identification number (EIN) for your LLC when you hire employees or open a bank account. EINs are free from the IRS website.
Once you’ve done these, your company is ready to begin operations.
Unfortunately, submitting articles of organization in Colorado can sometimes go wrong. Firms don’t always follow the correct process, which leads to delays and rejections.
Here are some reasons the Secretary of State might disallow your application so you can avoid them.
You should always conduct a thorough company name search before submitting your articles of organization. The state will reject your LLC application if you choose a banned name or one that’s too similar to another company. They will also reject it if you pick a name reserved by someone else.
The Secretary of State in Colorado will also reject applications for LLC status for firms based in the wrong state. Therefore, make sure your address is in the filing state. Don’t submit articles of organization in Colorado if your head office is in New York.
Your signature on the documents you submit should show your correct title. If it is wrong, the Secretary of State will reject your application.
For example, you must sign the documents as a 'member', 'manager', or 'authorized person'. You should not sign off as a 'general counsel' or 'secretary'.
Don’t make the mistake of telling the Secretary of State you began doing business before they qualified you. You may need to pay penalties and, in some cases, they may shut you down.
Colorado’s online system makes it harder to make mistakes on the forms. However, you still need to provide valid information. The Secretary of State may reject your application if you do not.
Lastly, Colorado officials may deny you LLC status if they believe your address is fake or invalid. Double check you have the street name, number, town, and ZIP code correct before submitting your filing.
Lawyers can help you complete a Colorado certificate of organization and streamline the entire process for you, ensuring you submit documentation without errors. This way, you can get it right the first time around.
Schedule attorney time with us to ensure your online application is perfect. Our team will go over your forms and documents forensically, ensuring you provide all the correct information.
We can provide as much or as little support as you require, making it easy to form an LLC now and eliminating delays.