How to register a foreign entity in Colorado, start to finish

Colorado checks the entity's true name first, the name it was formed under, typed exactly as the home state spells it. If nothing in Colorado's records blocks it, the entity registers under its true name. If another record already holds the name, or the true name lacks an ending Colorado requires, the statement must use an assumed entity name to be used in the state. The Division says that is uncommon, and warns that it is not a trade name or a DBA.

If you later fix the true name or add the missing ending, Colorado can drop the assumed name automatically. An entity that still wants the name tied to its record can file a trade name. The true name may also be registered by itself for $25, a step the Division says is not required and does not give authority to transact business. Such a registration lasts until December 31 of the year unless renewed.

The statement has 10 sections. They want the entity's ID number if it has one, its name and true name, the form of entity and where it was formed, the principal office street address, the agent, the agent's consent, the date business in Colorado started or will start, optional additional information, an optional delayed effective date, a perjury notice and the person causing the filing to be delivered. The section-by-section page walks each one. Nothing in it calls for a certificate from the home state.

Once the statement is filed, the Division assigns the entity an ID number. Search the record by that number or by name, read the Summary page, and note two things: the status, which should read good standing, and the periodic report month. Those two entries run the rest of the entity's life in Colorado. You can print a certificate of good standing from the same page at no charge if a bank or a customer asks for one. The history and documents page of the same record also shows each due date as the Division sees it, which is worth a look before you set your own reminders.

An entity that is done with Colorado files the Statement of Foreign Entity Withdrawal, for $10. It states that it will no longer transact business in the state, relinquishes its authority, and withdraws any trade names. The withdrawal page covers the screens. Do not just stop filing: a missed periodic report puts the record into noncompliant and then delinquent status, which is harder to clean up than a withdrawal.

Three statuses matter to a registered foreign entity. Good standing means the filing requirements with the Secretary of State have been met. The office is careful to say that it does not review or verify what is filed, and does not regulate or investigate how a business operates, so the status is a filing status and not a character reference. Noncompliant means the periodic report was not filed on time, or the entity has no registered agent on file. Delinquent follows when a noncompliant entity does not put things right, and only a Statement Curing Delinquency brings it back.

Only a record in good standing can produce a certificate of good standing. The certificate does not expire, but it reflects the record on the day it was printed, so a bank may ask for a recently dated one.

When the home state changes something, go to the entity record, choose File a form, and pick the statement of change that fits. There are separate statements for the true name, the assumed entity name, the entity form and the jurisdiction. When a name, an entity type and a jurisdiction all change together, the entity may have to file two or three of them. Each costs $10. A merger between foreign entities is not recorded in Colorado at all, and an entity that does not survive the merger files a withdrawal.

Colorado offers email notices tied to a record. Signing up means a message reaches you the month before the periodic report month, and again if an entity moves toward delinquency. The Division is clear that notices are a courtesy. The entity owns the deadline whether or not a message arrives, so route the notices to a shared inbox that more than one person reads, not to the address of whoever filled in the form.

You give us the entity details, the agent and the date business starts. We search the name, set up an assumed name if needed, complete the statement, file it and pay the state fee. For $199 we cover our side. We also record the report month and tell you when to expect the first periodic report, so the yearly step does not depend on your memory. If you prefer to file yourself, the do-it-yourself page has the screen-by-screen route.