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Form a Corporation in Colorado.

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Choosing a Corporation Name

Your new corporation’s name must be distinguishable from the name of any other registered or reserved Colorado business entity. It must also contain the words “incorporated,” “corporation,” “limited,” or “company,” or an abbreviation of these same terms. It may also not contain language stating or implying that it is organized for a purpose other than one permitted by state law or stated in its articles of incorporation.

If your corporate name is not considered to be distinguishable from one already on file with the state or in use, it’s not enough to merely change some punctuation, a definite or indefinite article (such as “a,” “an,” or “the”), or the status designator (“corporation,” “company,” “incorporated,” “limited,” etc.).

Corporate names can be reserved with the state for up to 120 days at a time for $10.

Articles of Incorporation

Colorado requires that a new corporation’s articles of incorporation must be filed (along with a $50 fee) with the Colorado Secretary of State, and that certain information be included:

  • There must be at least one incorporator, who can be either a natural person of at least 18 years of age or a corporation; the incorporator signs and files the articles of incorporation with the Secretary of State. The incorporator is not required to be a director, shareholder, or officer.
  • Name and address of the initial registered agent (who must sign the articles, acknowledging acceptance of the appointment.
  • The number and classes of shares that the corporation is authorized to issue.
  • If cumulative voting is not desired during the election of directors, this must be specified in the articles.

Other items that are not required, but are allowed to be included in the articles of incorporation, are:

  • Names and addresses of directors and director eligibility requirements.
  • Corporate purpose.
  • Circumstances where shareholders can be liable for corporate debts.
  • Par value for authorized shares or classes of stock.
  • Provisions for managing the business and regulating the affairs of the corporation.

Registered Agent and Office

Every Colorado corporation must have a registered agent in the state-a natural person with a primary residence in Colorado, or a registered business entity authorized to conduct business in the state.

Bylaws

A corporation must maintain its bylaws at its main executive office, but is not required to file them with the state. The incorporators or board of directors should adopt the corporation’s bylaws at its initial meeting-insuring that they do not conflict with the articles of incorporation-and keep them updated as time goes on. Bylaws describe the corporation’s basic operating principles from both the managerial and legal perspectives, and should include as a minimum:

  • How, when, and where shareholders and directors meetings are held
  • What authority directors have, how many there are, and how long they serve
  • How consensus on major decisions is reached with and without meetings
  • Duties and responsibilities of officers and how long they serve
  • How stock is issued
  • Requirements for providing annual financial information to shareholders

Directors

The board of directors is responsible for making major decisions for the corporation. Officers of the company must be listed in the bylaws or elected by the board. At least one officer must authenticate records for the corporation, as well as prepare minutes of directors’ and shareholders meetings. Any officer may hold more than one office in the corporation unless otherwise prohibited by law.

Requirement Reports

A Colorado corporation must file an annual report with the Colorado Secretary of State each year that includes the corporation’s name, principal office, names and addresses of directors and officers, and any information that has changed since the filing of the articles of incorporation. Colorado strongly encourages electronic filing of annual reports.

Taxes

Colorado has both a corporate income tax and a sales tax for businesses; actual rates depend on the type and amount of business activity.

A “subchapter S” corporation or “S-Corporation” is one that chooses to be treated as a pass-through entity (the same way as a sole proprietorship or partnership) for tax purposes, meaning that the tax-related information for the “S-Corp” is filed as part of the owner’s individual income tax. Since Colorado has a state income tax, a subchapter-S choice when forming a corporation affects state and federal taxes for Centennial State corporations.

Corporation information in Colorado

Learn more about incorporating in Colorado

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
business bank account and is required to
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

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Commonly Asked Questions For Starting a Colorado Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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