How to File Articles of Organization for LLC in Colorado: Guide
Colorado is a great place to make your business idea profitable and run your business. All due to the fact that state authorities have created nearly perfect conditions in the state, especially for limited liability companies. That's why this state has low annual maintenance prices and income tax, which makes not only the opening an LLC in Colorado easy, but also ensures their continued profitable existence.
If you plan to open a limited liability company in Colorado, to legally establish your business here, you will need to prepare and file Articles of Organization. In this article, we will talk about the latter and how to properly initiate the filing procedure. Once you read this guide to the end, you will know the following things:
- Basic concepts of Articles of Organization;
- How to properly file Articles of Organization and avoid mistakes;
- How to search information, check it, and make amendments;
- What are the peculiarities of opening an LLC in Colorado;
- Basic concepts and features of the state.
One of the main advantages of forming an LLC is maximum data privacy. Thus, when registering such a company, the business owner does not have to indicate his/her personal data in the Articles of Organization. This can be done by the appointed Colorado registered agent or other trusted persons (organizers).
By the way, Articles of Organization are a set of documents and forms, which must be submitted to the office of the Secretary of State. If you, as a business owner, have no time to deal with all the paperwork, you can transfer the duties of setting up an LLC to a special service. This will cost you an average of $49-$300 (excluding the state fee of $50).
The very process of filing Articles of Organization in Colorado is not as complicated as it seems, meaning that entrepreneurs can collect all the required information on their own and then send it to the Secretary of State for approval. However, if you have never dealt with this process before, there is a risk of making a mistake that may lead to the rejection of your documents. In this case, certain amendments can be made, and, once again, you will need to pay a $25 filing fee to the state.
Operating Agreement and Articles of Organization LLC Colorado
There is common confusion between the Operating Agreement (OA) and Articles of Organization, which eventually leads to concept substitution.
An OA is nothing more than a contract between all members of the LLC, where their duties, rights, and roles are clearly spelled out. This is essentially a set of instructions to follow, which helps avoid possible issues and disputes inside the company. Having an OA is not obligatory for Colorado businesses, as there are no requirements from the state on this matter. That said, it can be a verbal or written agreement, or you can skip it altogether.
Nevertheless, an OA can help business owners in many ways, plus, without it, it can be quite difficult to decide how to manage certain inner disputes.
The situation with Articles of Organization in Colorado is a little different:
- Articles of Organization are required by law and need approval from the state;
- Reviewed and officially approved by the Secretary of State, Articles of Organization confirm the legal status of the business;
- Articles of Organization help separate personal assets of the owner from your LLC and, sometimes, avoid debts and lawsuits;
- With approved Articles of Organization, the business gets more credibility;
- Articles of Organization contain basic information about the company.
That said, an OA and Articles of Organization are not the same, even though they contain several similar subject matters. For example, the contact information, LLC purpose, and names of members. In other words, you can say that an OA is the internal rules of the company, and Articles of Organization are a set of public legal documents.
Articles of Organization Colorado Example
Any mistake in your Articles of Organization will cost you money and time because their presence means non-compliance, which means that your business will not be granted legal status.
Reasons for rejection by the secretary can be as follows:
- A non-unique company name or one that contains prohibited words/phrases;
- Mistakes in company address or no registered physical office;
- Missing signature of an authorized person;
- Other inconsistencies.
You can download an LLC checklist from the official Colorado Secretary of State's website to study the contents and prepare for the filling process in advance.
As mentioned earlier, if you make a mistake in your Articles of Organization, it can be fixed. However, in such a case, the approval process will take longer, depending on the complexity of the required amendment and the number of amendments.
Articles of Amendment: Instructions
When you file the Articles of Organization with the state, you want to make sure there are no mistakes and all additions are made. Otherwise, certain mistakes/errors may be of a legal nature, which will have a negative impact on the company. Therefore, you want to consult a professional attorney or accountant beforehand, as the Secretary of State's office does not provide such services.
All amendments are filed pursuant to §7-90-304.5, and Part 3 of Article 90, Section 7 of the Colorado Revised Statutes (CRS).
How to File Articles of Organization in Colorado: The Process
To obtain a business license, you have to prepare the information and all required documents, fill out the forms, and attach a receipt for payment of the state fee. Then you can send the set to the Secretary of State. Make sure you check all of the documents before sending them so that you don't have to overpay for amendments and revisions in the future.
The process of filing Articles of Organization can be divided into three stages.
Acceptance
Most states offer several options for owners to send documents, Colorado Secretary of State only accepts documents online. The Secretary of State's website has written instructions on the required information that has to be provided in the Articles of Organization.
Other useful links you'll need for your LLC:
FAQ;
Amended and Restated Articles of Organization (PDF);
Statement of Dissolution (PDF).
Data Collection
Legal forms are filed electronically through the Secretary of State's website. There is no way to send the paperwork to a physical address by mail. That said, you will have to do everything online. But that's a good thing, in fact, since the processing time for online applications is much shorter compared to applications by mail.
So if you compare Colorado to other states that accept Articles of Organization by mail, you will notice that it can take up to 3 or 4 weeks to get your documents reviewed. In Colorado, you have all the chances to get the results within 24 hours.
To properly file out your Articles of Organization in Colorado, you will need to provide the following information:
LLC Name
You cannot register a company with a name that has already been taken by some other business in the state. Moreover, it should not in any way resemble other brand names, i.e. your company name must be 100% unique.
Some words/phrases should not be used without permission. In Colorado, these are "bank," "trust," "trustee," "Olympic," and their variations. You can check if your chosen name is available here. There's also the True Name Availability Search available on the website.
As a service, a company name reservation will cost you $25 (for 120 days).
Registered Agent
Your registered agent must be a state resident to accept service of process and correspondence on your behalf. This can be an individual or an entity. That said, you can hire a special registered agent service or be your own RA. Otherwise, this can be your family member, a friend, or a colleague. Once you choose one, you must include the appropriate mailing address (a P.O. box alone will not work) and other contacts in the Articles of Organization.
An RA is responsible for receiving legal and tax mail from the state on your behalf, maintaining the confidentiality of your LLC, forwarding correspondence to you, as an owner, and more.
RA services may cost you from $50-500 per year on average. Make sure you check the experience and references before hiring.
LLC Address
This section provides specified information about the main office of the company and its mailing address. The presence of this section is mandatory, and its absence will lead to the rejection by the Secretary of State. The business owner may even list an out-of-state address here, as long as it's not just a P.O. box.
Additional Information
If your limited liability company has more than two members, a special form must be attached to the Articles of Organization.
Sending and Receiving Articles of Organization in Colorado
Normally the Secretary of State processes all applications within 24 hours. However, due to the global world situation, it sometimes takes longer (up to several weeks).
In Colorado, there is no expedited review service, as mostly, business owners receive their documents almost instantly. Even if you choose to outsource the routine to a professional service - the result will be the same - you will still have to wait for approval from the Secretary of State. Hiring a special service is only relevant if you want to make everything right from the first time and have no registered agent.
Moreover, if you choose to file Articles of Organization on your own, and you are your own RA, be prepared that all submitted information will be publicly available, including your contacts.
Payment and Pricing
Follow the provided payment instructions on the Secretary of State's website to get results as quickly as possible. Payment can be made online by card (Visa, MasterCard, American Express, etc.) or from a prepaid account. The state fee is $50, and, unless you need to amend your Articles of Organization, there's no additional fee.
To file Articles of Organization, foreign entities have to fill out the Statement of Foreign Entity Authority. This service will cost $100.
Once the payment is made, send the Articles of Organization through the website and wait for a response. Once approved, you can download the file for free.
Want to know the requirements for articles of organization in other states? Select state:
- Arizona
- Arkansas
- Colorado
- Florida
- Georgia
- Illinois
- Indiana
- Michigan
- Missouri
- Nevada
- New Jersey
- New York
- Ohio
- Oklahoma
- Texas
- Virginia
- Wisconsin
- Wyoming
Certificate of Good Standing
Getting a Certificate of Good Standing in Colorado proves that your LLC is legal and complies with all state rules and regulations. To get it, you must take care of a few things:
- Obtain licenses and permits. We don't know your business niche, which means you need to check with the Colorado Department of Regulatory Services to see which licenses you need;
- Taxes. Taxation too depends on your business activity;
- Reports. Whichever niche you operate in, all LLCs are required to file annual reports (Periodic Reports) with the Secretary of State to ensure your company information is up to date. Submitting such a report will also allow you to update your address (the address of your principal office) and your RA information. Your RA will not let you forget about such reports.
Colorado businesses are not legally required to obtain a certificate of good standing. However, your company may choose to get one if you decide to do business outside of Colorado or get a business bank account.
Useful Links
Certificate of Good Standing FAQ
Colorado Department of Professions and Occupations
How Do I File Articles of Organization Online?
If all the information is prepared and agreed upon between your LLC members, filling out the forms won't be much of a burden. After all, the preparation stage is the most difficult one, when you need to choose a unique name, find a person who will act as your registered agent, and more.
It doesn't take more than half an hour to fill out and submit your Articles of Organization on the Secretary of State's website. Once the Secretary reviews and approves the Articles, you will be notified of the decision.
Colorado Secretary of State Contact Information
| Website | https://coloradosos.gov/ https://sos.state.co.us |
| Phone (Business & Licensing) | 303-894-2200 1-855-428-3555 (toll-free) |
| Address | 1700 Broadway Suite 550 Denver, CO 80290 Northeast corner of 17th and Broadway Address mail to the attention of the appropriate program |
| Office Hours | 8:00 AM - 5:00 PM Monday - Friday |
What's next?
When you already have the results from the Secretary of State, i.e. your Colorado LLC Articles of Organization, it's time to think about things that are also important to your business, even though they are not legally required by the state.
Such things include an operating agreement, mentioned above in this article. Next, you should also apply for an EIN, i.e. your business social security number that will identify your business in tax documents for the IRS (Internal Revenue Service).
After setting up an LLC, don't forget about your obligations like filing your periodic reports every year ($10) and paying taxes on time.
Conclusion
Articles of Organization are a legal set of documents required by every US state. They are reviewed and approved by the Secretaries of States online or by mail. In CO, only online applications are available, you cannot send the forms by regular mail. The same is true for Articles of Amendment and other documents related to LLC filing.
Business owners usually get the results in as little as 24 hours, however, due to the situation associated with COVID-19, the filing process is sometimes delayed. There is no expedited filing available on the Colorado Secretary of State's website, however, the service itself is only $50.
Once you know you have passed all the preparation and filing stages successfully, you can be sure that your LLC meets all the required standards and can legally operate in the CO market.
Hopefully, this article will help you achieve your business goals much faster!