Colorado Foreign Registration Penalties
What happens if a foreign entity skips Colorado registration
A foreign entity that transacts business in Colorado without a statement of authority on file owes back fees of up to $100 per calendar year, a part-year counting as a full one, plus any penalty for not paying them, and can be fined up to $5,000. Colorado will not file the statement until those amounts are paid (C.R.S. 7-90-802(3)). The statute also says what the penalty leaves alone, and this page covers both.
The consequences in section 7-90-802
| Consequence | Amount or effect | Citation |
|---|---|---|
| Back fee | Up to $100 for every calendar year, partial years counted | C.R.S. 7-90-802(2) |
| Late-payment penalties | Added for failure to pay the fees | C.R.S. 7-90-802(2) |
| Civil penalty | Not to exceed $5,000 | C.R.S. 7-90-802(3) |
| Filing held back | The statement is not filed until the amounts are paid | C.R.S. 7-90-802(2) |
| Enforcement | Attorney general, in Denver district court | C.R.S. 7-90-802(4) |
| Court order | An injunction against further business until paid and compliant | C.R.S. 7-90-802(4) |
The back fee
The statute ties the amount to the fee the Secretary of State sets from time to time, capped at $100, and counts each calendar year, a partial year included, in which the entity did business without authority. An entity that began in the autumn of one year and was caught in the spring of the third counts three calendar years. At the cap that is $300, before any penalty for not paying. The current statement fee is $100, so the cap and the fee are the same figure today.
The civil penalty
Separately, an entity without a statement on file "shall be subject to a civil penalty, payable to this state, not to exceed $5,000." The statute sets only the ceiling.
Who collects, and how
The amounts may be recovered in an action brought by the attorney general in the district court for the city and county of Denver. If the court finds the entity, or its managers or agents on its behalf, transacted business in breach of the foreign-entity part, it can order an injunction in addition to, or in place of, the civil penalty. The order stops further business, and the exercise of an entity's rights and privileges here, until the money owed is paid with interest and whatever costs the court assesses, and the entity has complied with the foreign-entity rules.
What the statute does not do to you
Colorado spares the entity one harsh result. Working with no statement on file leaves the entity's acts valid, and the entity can still defend itself in a proceeding here.
That is only part of the picture. Whether an unregistered entity can start a lawsuit of its own in Colorado courts depends on the facts.
Paying and curing
The practical route is to pay what is owed and file the statement. The statute puts the order the other way round: the filing waits until the amounts under subsections (2) and (3) are paid. How to approach any amount that appears due on a long period of unauthorised activity depends on your facts; a Colorado business lawyer can tell you.
Once the statement is filed, the entity has a record and a periodic report month, and the yearly steps in the periodic report page apply. The cost page lists the fees that come with them.
Penalties that come from a lapsed record
A different set of consequences follows an entity that registered and then let its record go. A missed periodic report brings the $50 late filing penalty. After that the status moves from good standing to noncompliant and then to delinquent. A certificate of good standing cannot be issued while the status is anything other than good standing. The Division's registered agent FAQ warns that losing good standing can keep an entity from bringing a lawsuit in Colorado, expanding into other states or getting financing.
Penalty questions
How much is the Colorado penalty for not registering a foreign LLC?
Back fees of up to $100 for every calendar year involved, and a civil penalty of up to $5,000.
Do my contracts become void if I was unregistered?
No. The statute leaves the entity's acts valid, and the entity is still free to defend itself in a proceeding.
Can the state shut my business down?
A court can issue an injunction against further business in Colorado until the amounts are paid and the entity complies.
Who sues for the penalty?
The attorney general, in Denver district court.
Can I file the statement now and settle later?
The statute says the statement is not filed until the amounts due are paid.
Our charge and the Colorado fee
- The Statement of Foreign Entity Authority, prepared from your answers
- A name check, so the filing carries a name Colorado will accept
- A Colorado registered agent with a usual place of business: ours, or the one you already use
- The filing, then the approved record and your periodic report month
- Renewal: after the first year, the agent service renews at $149 a year
Our charge and the Colorado fee show as two lines at checkout. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Where this comes from
Work reaching Colorado?
Tell us the entity and where it was formed. We prepare the statement, check the name and line up the agent.