Colorado Foreign Registration Do you need it?
When does a foreign entity need authority to do business in Colorado?
A foreign entity needs the Statement of Foreign Entity Authority, and its $100 fee, before it transacts business or conducts activities in Colorado; the statute lists 12 activities that do not count as doing so (C.R.S. 7-90-801(2)(a) to (l)). Whether your own activity counts depends on your facts; a Colorado business lawyer can tell you.
What the statute says
Section 7-90-801 opens with the prohibition: a foreign entity "shall not transact business or conduct activities" in Colorado except in line with the rules for foreign entities, and not until its statement of foreign entity authority is filed with the Secretary of State. The rule covers every foreign entity type but two. Foreign general partnerships that are not limited liability partnerships fall outside it, and so do foreign unincorporated nonprofit associations. Where another Colorado statute conflicts with the foreign-entity part in how it applies to a foreign entity, the other statute wins.
The statute works by saying what does not count, and leaves everything else to the facts.
Activities that do not count, regrouped
The statute says that carrying on any one or more of the following does not by itself amount to transacting business. They fall into four groups.
Staying in the background. Owning real or personal property here without doing anything more with it. Having an office or agent in the state that only handles transfers and registration of the entity's own securities or owner interests, or naming trustees or depositories for them. A bank account held in Colorado.
Managing the entity itself. Holding meetings of owners or managers and carrying on other internal affairs. Running, defending or settling a proceeding or dispute on the entity's own behalf.
Money and security. Lending or borrowing, or buying such a debt. Taking or acquiring mortgages and other security interests in real or personal property. Collecting debts for itself and enforcing the security behind them.
Selling from outside. Selling through independent contractors. Soliciting or obtaining orders, by mail, by electronic transmission or any other way, through employees, agents or otherwise, so long as the order needs acceptance outside Colorado before it becomes a contract. A lone transaction finished inside 30 days, so long as it sits apart from a series of similar ones. And work that takes place in interstate commerce.
A last item deals with foreign nonprofit corporations. The statute names 12 general activities. It does not say that anything outside the list is automatically doing business, only that these are not.
The questions people actually ask
These are common situations, with what the statute says and what it leaves open.
An employee who works from home in Colorado. Nothing in the statute's exceptions mentions a remote employee, so the question is open, and other agencies may also require their own registrations.
Stock in a Colorado warehouse. The list has no entry for inventory, a warehouse or a fulfillment center. The entry for orders accepted outside the state describes taking orders, not holding goods and shipping them from here.
Online customers. Orders from Colorado buyers that are accepted outside Colorado before they become contracts are covered by the solicitation entry.
A rental property or other real estate. The statute lets an entity own property so long as that is all it does. Running a business from the property is the extra step.
Sales reps and distributors. Selling through independent contractors is listed. Employees who sell inside the state are a different matter, since the list speaks of soliciting through employees only where orders are accepted elsewhere.
A one-off job. The statute covers one deal wrapped up inside 30 days, so long as it is not a link in a chain of similar deals. Two jobs in a row can already look like a chain.
A lawsuit. Defending or settling a dispute is listed. Starting to do business is what brings the entity under the rule, not the lawsuit itself.
Quick reading of common situations
| Situation | On the statute list? | Open question |
|---|---|---|
| Bank account in Colorado, nothing else | Yes | None if nothing else is done |
| Holding a board or member meeting in Colorado | Yes | Whether other activity goes with it |
| Employee working from a Colorado home | No | Whether this counts is an open question |
| Inventory held in a Colorado warehouse | No | Not addressed by the list |
| Orders accepted outside the state | Yes | Where acceptance really happens |
| Sales through independent contractors | Yes | Whether they are truly independent |
| Owning real estate, no operations | Yes | What counts as "more" |
| One job finished inside the window | Yes | Whether it is one of a series |
The Secretary of State is not the only office
The list protects an entity from being treated as doing business under this one statute. It says nothing about other Colorado rules. Other agencies may require their own registrations.
If you decide the entity must register
File the Statement of Foreign Entity Authority online before the work starts. The cost page shows what to expect to pay. If the work has already started, the entity is exposed to the back fee and the civil penalty in the statute; the penalty page describes them, including the rule that the statement is not filed until the amounts due have been paid.
If you decide it does not need to
Keep a short note of the facts you relied on, what the entity does in Colorado and what it does not, and the date. Revisit it when the entity hires someone in Colorado, signs a lease, opens a location or starts delivering from a Colorado stock. If an entity registered earlier and the activity has ended, the way out is a withdrawal, not silence. See the withdrawal page.
Colorado transacting-business questions
Does one customer in Colorado mean I must register?
Not by itself. The statute lists orders accepted outside the state and single isolated transactions among the things that do not count. A pattern of work is different.
Is holding a bank account in Colorado enough to require registration?
No. A bank account appears among the activities the statute says do not count.
Does the Division tell me whether I need to register?
No. It points to section 7-90-801 and says it cannot answer legal questions about a particular business.
Does registering change where my company is formed?
No. The entity stays formed in its home state and the statement only authorizes it to transact business in Colorado.
What if I register and then stop working here?
File the Statement of Foreign Entity Withdrawal. It costs $10 and does not need a final periodic report first.
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
- Colorado Revised Statutes, Title 7, part 8 (foreign entities)
- Colorado Secretary of State, Statement of Foreign Entity Withdrawal instructions
Work reaching Colorado?
Tell us the entity and where it was formed. We prepare the statement, check the name and line up the agent.