Colorado Foreign Registration Delaware-formed LLCs
Bringing a Delaware LLC into Colorado
A Delaware LLC that starts transacting business in Colorado files the Statement of Foreign Entity Authority for $100 and does not need a Delaware good standing certificate to do it. Delaware keeps billing its $400 annual tax, due June 1, and Colorado adds a $25 periodic report each year, so the two together run $425 a year.
Delaware and Colorado compared
| Topic | Delaware | Colorado |
|---|---|---|
| Entry filing | Nothing more; the company is already formed | Statement of Foreign Entity Authority, $100 |
| Proof of good standing | A certificate costs $50 but Colorado never asks for it | None requested |
| Yearly upkeep | $400 annual tax, due June 1 | $25 periodic report |
| Cost of being late | $200 penalty added | $50 late filing penalty |
| Registered agent | A Delaware agent | A Colorado agent, with a Colorado street address |
The Delaware side stays on
Registering in Colorado does not change anything in Delaware. The LLC still pays its annual tax by June 1, with a $200 penalty if it is late, and it still needs its Delaware registered agent. An LLC that lets its Delaware standing slip will find it harder to prove good standing to a bank or a customer later, even though Colorado itself asks for no certificate. Pay Delaware first, then file in Colorado. Colorado's report window runs from two months before the report month to two months after it, with a $50 late filing penalty after that, and the report month is shown on the Summary page of the entity record.
Filling in the Colorado statement from a Delaware record
Section 1 takes the name as Delaware records it. Section 2 gives "limited liability company" as the form and Delaware as the jurisdiction. Section 3 is the principal office. Give the place the business is really run from, written out as a street address. Section 4 is the Colorado agent. A Delaware registered agent cannot fill it unless that agent also has a staffed street address in Colorado and, as a company, a record of its own here.
Does the Delaware name work in Colorado?
A Delaware LLC name ends in an LLC designator such as "LLC" or "L.L.C.", which is what Colorado looks for. The name is searched in Colorado's database before the statement is filed. If another Colorado record sits too close, the filing falls back on an assumed entity name that applies in this state only. The Division calls that uncommon, so have a second choice ready before you start.
Dates for the diary
| Around | Obligation | Cost |
|---|---|---|
| June 1 | Delaware LLC annual tax, paid yearly | $400 |
| The window around your report month | Colorado periodic report | $25 |
| Whenever the agent or office moves | Colorado statement of change | $10 |
What a Delaware LLC pays in a year
Add the two recurring bills and the figure is $425: $400 to Delaware and $25 to Colorado. In the first year, add $100 for the Colorado statement, so the year one total is $125 to Colorado plus $400 to Delaware. That excludes the registered agent fees in both states and our own charge.
When Delaware details change
If the LLC changes its Delaware name or converts to another entity type, Colorado wants to hear. The Division takes statements of change for the true name, entity form and jurisdiction at $10 each, and warns that a name, entity type and jurisdiction change together can take two or three of them. A merger is different: Colorado does not record mergers between foreign entities, and an entity that does not survive the merger files the withdrawal.
Delaware LLCs with an operating subsidiary
Some Delaware LLCs are holding companies whose subsidiaries do the work. The registration question is asked entity by entity. A holding LLC that only owns shares or interests, holds a bank account and meets its owners may fall within the statute's exceptions. The operating subsidiary that hires and sells in Colorado is a different case, and registers on its own statement under its own name.
Registering a Delaware LLC in Colorado
Settle Delaware first
Pay the $400 annual tax if it is owing, so the LLC is current at home.
Pick the Colorado agent
A person or company with a Colorado street address who agrees to serve.
Check the name in Colorado
The Delaware name is searched, and an assumed name is set up if it is taken.
File the statement
$100 online to the Secretary of State.
Diary the two dates
Delaware's June 1 and the Colorado report window.
Delaware LLC questions
Do I need a Delaware certificate of good standing for Colorado?
No. The Colorado statement has no place for one.
Will Delaware still charge me after I register in Colorado?
Yes. The $400 tax stays due on June 1.
Can my Delaware registered agent also serve in Colorado?
Only if it keeps a staffed street address in Colorado and meets the state tests.
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
- Colorado Secretary of State, business organizations fee schedule
- Colorado Secretary of State, sample Statement of Foreign Entity Authority (PDF)
- Colorado Secretary of State, business forms list
- Colorado Secretary of State, foreign entity FAQ
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
- Colorado Secretary of State, periodic report FAQ
Work reaching Colorado?
Tell us the entity and where it was formed. We prepare the statement, check the name and line up the agent.