INCORPORATION OF A LIMITED LIABILITY COMPANY IN COLORADO
Law relating to formation of Limited Liability Company in the State of Colorado is governed by Colorado Stature Title 7 "Corporation and Association". As per the law of Colorado one or more persons may form a limited liability company by delivering articles of organization to the secretary of state for filing pursuant to part 3 of article 90 of this title. Any such person who is an individual shall be of the age of eighteen years or older. Such person or persons need not be members of the Limited Liability Company after formation has occurred.
PROCEDURE FOR INCORPORATION OF LIMITED LIABILITY COMPANY
It is possible to search business records on the Secretary of State's website to see if a business entity has registered a name with the Colorado Secretary of State.
To be available, the name must be "distinguishable" from other names in the records of the Secretary of State. The Secretary of State name distinguishability standards have changed considerably since July 1, 2004.
If an entity registered with the Secretary of State is conducting business under the name searched, the name availability search results will display a page that says, "The name is not available. You may view the holder of this name."
Reserving a Name
It is possible to reserve a name with the Secretary of State prior to filing business entity documents. The Statement of Reservation of Name form is available under File a business document in the Business Center. Name reservations are good for 120 days. Name reservations may also be renewed by filing the Statement of Renewal of Reservation of Name.
Filing Articles of Organization
The articles of organization is a document which shall state:
- The domestic entity name of the limited liability company,
- The principal office address of the limited liability company's initial principal office;
- The registered agent name and registered agent address of the limited liability company's initial registered agent;
- The true name and mailing address of each person forming the limited liability company;
- That management of the limited liability company is vested in one or more managers or is vested in the members, whichever be the case;
- That there is at least one member of the limited liability company; and
Any other matters relating to the limited liability Company or the articles of organization the persons forming the limited liability Company determine to include therein.
The fact that the articles of organization are on file with requisite fees in the records of the secretary of state issues notice of existence of that the limited liability company stating therein that are required to be stated in the articles of organization.
FOREIGN LIMITED LIABILITY COMPANY
A business entity that is formed under a statute or common law of a jurisdiction other than Colorado or as to which the law of a jurisdiction other than Colorado governs relations among the owners and between the owners and the organization or association is considered a foreign business entity in Colorado. Foreign entities are recognized under the law of Colorado upon the filing of a Statement of Foreign Entity Authority.
Statement of foreign entity authority to transact business
A foreign entity may cause to be delivered to the secretary of state, for filing a statement of foreign entity authority stating:
- Its true name and its assumed entity name, if any;
- The name of the jurisdiction under the law of which it is formed;
- The form of the entity as that form is recognized by the jurisdiction under the law of which the entity is formed;
- The principal office address of its principal office;
- The registered agent name and registered agent address of its registered agent; and
The date it commenced or expects to commence transacting business or conducting activities in this state.
Authority To Transact Business
A foreign entity can only transact business or conduct activities in this state if the statement of foreign entity authority is filed in the records of the secretary of state. A foreign entity shall not be considered to be transacting business or conducting activities in this state by reason of carrying on in this state any one or more of the following activities:
- Maintaining, defending, or settling in its own behalf any proceeding or dispute;
- Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs;
- Maintaining bank accounts;
- Maintaining offices or agencies for the transfer, exchange, and registration of its own securities or owner's interests, or maintaining trustees or depositories with respect to those securities or owner's interests;
- Selling through independent contractors;
- Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;
- Creating, as borrower or lender, or acquiring, indebtedness;
- Creating, as borrower or lender, or acquiring, mortgages or other security interests in real or personal property;
- Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;
- Owning, without more, real or personal property;
- Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;
- Transacting business or conducting activities in interstate commerce; and
- In the case of a foreign nonprofit corporation:
- Granting funds; or
Distributing information to its members.
A registered agent is the person or business responsible for accepting service of process for an entity. They also accept mailings from the Secretary of State, such as the annual report notification. Such person should then forward the documents to the entity.
Any individual at least 18 years of age with a physical address in Colorado may act as a registered agent. Also, any business entity registered with the Colorado Secretary of State may act as agent. As of July 1, 2004, an entity can serve as its own agent.
|Articles of Organization
|Certificate of Fact of Existence(Expedited Service (1-2 Business Days))
|Statement of Reservation of Name
|Statement of Foreign Entity Authority
|Statement of Registration of True Name
Colorado Department of State
1700 Broadway, Suite 200