How to Form an LLC in Colorado

To form an LLC in Colorado, here's everything you need to know.

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Here are the steps you need to take to form an LLC in Colorado. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC

1. Choose a Name for Your LLC

Under Colorado law, an LLC must contain the words or abbreviation “limited liability company,” “ltd. liability company,” “limited liability co.,” “ltd. liability co.,” “limited,” “l.l.c.,” “llc” or “ltd.,”Limited Liability Company," "Limited Company," or the abbreviation "L.L.C.," "L.C.," "LLC," or "LC." The word "Limited" may be abbreviated as "Ltd.," and "Company" may be abbreviated as "Co." 

Your LLC’s name must be distinguishable from the names of other business entities already on file with the Colorado Secretary of State. Names may be checked for availability by searching the Colorado Secretary of State business name database

An available name may be reserved for 120 days by filing a Statement of Reservation of Name with the Colorado Secretary of State. The form must be filed online at the Secretary of State website. The filing fee is $25.

2. File Articles of Organization

A Colorado LLC is created by filing Articles of Organization with the Colorado Secretary of State. The form is available and at the Secretary of State’s website and may be filed online.

The articles must include the LLC's name and address; the name and address of LLC’s registered agent, the name and address of the person forming the LLC, and whether the LLC will be run by a manager or members. 

The filing fee is $50.

All of the paperwork and procedural steps to start a limited liability company in Colorado can be done online using Nolo's Colorado Online LLC Formation application.

3. Appoint a Registered Agent

Every Colorado LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The agent should agree to accept service of process on behalf of the limited liability company prior to designation. The registered agent may be (1) an individual who is a full-time resident of Colorado, (2) a Colorado business entity with its principal place of business in Colorado, or (3) a foreign entity authorized to do business in Colorado and that has a usual place of business in the state.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in Colorado, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization. 

5. Publication Requirements

None.

6. Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.

Business Licenses: Depending on its type of business and where it is located, your LLC may need to obtain other local and state business licenses.

7. File Periodic (Annual) Reports

Colorado LLCs must file a Periodic Report with the Colorado Secretary of State each year. The report must may be filed online at the Secretary of State website. The filing fee is $10. The periodic reports are due on the anniversary month of the month the LLC made its initial filing with the Secretary of State. The Secretary of State will mail a postcard to the LLC’s registered agent when the annual report is due.

8. Foreign LLCs Doing Business in Colorado

All LLCs organized outside of Colorado must register with the Colorado Secretary of State to do business in Colorado. Foreign LLCs must appoint a registered agent for service of process physically located in Colorado. To register, file Statement of Foreign Entity Authority. The application may must be filed online. The filing fee is $100.

Before filing, make sure the LLC’s name is available in Colorado by checking the Colorado Secretary of State’s business name database. If the name is not available, the LLC must provide an assumed entity name for use in Colorado.

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