To form a corporation in Colorado, you need to take the steps set forth below. You can also use Nolo's Online Corporation service, which will form a corporation for you with everything you need including a corporate name check, articles, bylaws, a corporate records book, an incorporator's statement, minutes of the first meeting of the board of directors, stock certificates, and a stock transfer ledger.
Under Colorado law, your corporation's name must contain the words "incorporated," "corporation," "limited," or "company," or an abbreviation of these words. The name may not indicate or imply that the corporation is organized for a purpose other than one permitted by state law or its articles of incorporation.
Your corporation'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.
Your corporation is legally created by filing Articles of Incorporation for a Profit Corporation with the Colorado Secretary of State. The articles must include: the corporation's name and street address; the name and street address of the agent for service of process; affirmation of consent of the registered agent; the name and address of each incorporator; and the number of shares the corporation is authorized to issue. The articles must be filed online.
Every Colorado corporation must have an agent for service of process in the state. This is an individual or corporation that agrees to accept legal papers on the corporation's behalf if it is sued. A corporation may not service as its own agent for service of process. The agent should agree to accept service of process on your corporation's behalf 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 which has a usual place of business in the state. The agent must have a physical street address in Colorado, not a post office box. Small corporations typically name a director or officer to serve as the initial agent. A different agent can always be named later. The agent must consent to the appointment.
Set up a corporate records book for all of your corporation's important papers, including minutes of director and shareholder meetings, stock certificates, and stock certificate stubs. Keep your corporate records book at the principal office of your corporation. You can use a three-ring binder as the corporate records book or order a special corporate records kit through a corporate kit supplier.
Bylaws are an internal corporate document that set out the basic ground rules for operating your corporation. They are not filed with the state. Your corporation is not legally required to have corporate bylaws, but you should adopt them because they (1) establish your corporation's operating rules, and (2) help show banks, creditors, the IRS, and others that your corporation is legitimate. For corporate bylaw forms, see Nolo’s website or Incorporate Your Business, by Anthony Mancuso (Nolo). Corporate kits also typically contain sample bylaws.
The incorporator—the person who signed the articles—must appoint the initial corporate directors who will serve on the board until the first annual meeting of shareholders (when the board members who will serve for the next term are elected by the shareholders). The incorporator must fill in an “Incorporator’s Statement” showing the names and addresses of the initial directors. The incorporator must sign the statement and place a copy in the corporate records book. The statement need not be filed with the state. For a sample Incorporator's Statement, see Incorporate Your Business, by Anthony Mancuso (Nolo).
The first meeting of the corporation's board of directors should be held to appoint corporate officers, adopt bylaws, select a corporate bank, authorize issuance of shares of stock, set the corporation's fiscal year, and adopt an official stock certificate form and corporate seal. The directors' actions must be recorded in corporate minutes prepared by the incorporator or any of the directors. Additionally, if the corporation will be an S corporation, the directors should approve the election of S corporation status. For corporate meeting minute forms, see Nolo’s website or refer to Incorporate Your Business, by Anthony Mancuso (Nolo).
Issue stock to each shareholder. Although not legally required in most states, small corporations usually issue paper stock certificates. Enter each shareholder's name and contact information in the corporation’s stock transfer ledger. A share of stock in your corporation is classified as a security under state and federal securities laws that regulate the offer and sale of corporate stock.
The federal government and all states exempt most small corporations from these laws. For example, federal law exempts "private offerings:" a non-advertised sale to a limited number of people (generally 35 or fewer). Most states have enacted their own versions of this federal exemption. Visit your sate securities office website for information about your state's securities laws. Links to all such offices can be found at the Contact Your Regulator webpage of the North American Securities Administrators Association.
Colorado corporations and foreign corporations authorized to do business in the state must file a Periodic Report with the Colorado Secretary of State each year. The report is due during the three-month period beginning with the first day of the corporation's anniversary month of formation or qualification to do business in Colorado. If you sign up for the Business Division’s email notification service, an email notice that a Periodic Report is due will be sent at the beginning of the three-month period for filing the Periodic Report on time.
The report must be filed online at the Secretary of State's website.
Additional tax and regulatory requirements apply to your corporation. These include:
EIN: Your corporation must obtain a federal employer identification number (EIN). You may obtain an EIN by completing an online application on the IRS website. There is no filing fee.
S Corporation Filing: If the corporation wants to elect S corporation status for tax purposes, it must submit Form 2553 Election by a Small Business Corporation (signed by all the shareholders. The election should be filed within two months and 15 days after the beginning of the corporation's first tax year. See the IRS S Corporation Fact Sheet for details.
Business Licenses: Depending on its type of business and where it is located, your corporation may need to obtain other local and state business licenses.
All corporations organized outside of Colorado must register with the Colorado Secretary of State to do business in Colorado. Foreign corporations must appoint a registered agent for service of process physically located in Colorado. To register, file a Statement of the Foreign Entity Authority. The statement must be filed online. The filing fee is $100.
Before filing, make sure the corporation’s name is available in Colorado by checking the Colorado Secretary of State’s business name database. If the name is not available, the foreign corporation must use an assumed name to transact business in Colorado.