LLC Administrative Dissolution and Involuntary Termination in Colorado

At a glance

How delinquency works

Colo. Rev. Stat. § 7-90-102(58) includes ordinary domestic entities with constituent filings in the reporting-entity class. Under § 7-90-901(1), missed fees, reporting requirements, and registered-agent requirements are grounds for delinquency. The same subsection names an unauthorized or fraudulent creation finding as another ground. Under § 7-90-902(1)(a), an entity becomes delinquent after 60 days from the Secretary's determination if it neither corrects nor disproves each ground. The specified unauthorized/fraudulent ground is immediate under subsection (1)(b).

Section 7-90-903(4) says the domestic entity continues in existence despite delinquency, and subsection (3) keeps its registered agent's authority. A delinquent entity cannot maintain a Colorado court proceeding to collect its debts until cured under subsection (1). Section 7-90-904(1) allows a cure statement giving the principal office and registered agent details; an entity delinquent five years or longer has additional identity and authority-document requirements in that same subsection.

If the LLC is later dissolved

Delinquency alone does not dissolve the LLC under §§ 7-90-901–903. Under § 7-90-908(1), once delinquency lasts three years, a manager may file a statement of dissolution after giving the specified owners and other decision makers at least 30 days' written notice and receiving no objection sufficient to prevent voluntary dissolution. Subsection (2) makes dissolution effective when the statement takes effect. Section 7-90-910 then confines business to winding up, liquidation, and claimant notice. A dissolved LLC may use the Part 10 reinstatement route under §§ 7-90-1001 and 7-90-1003.

What trips people up

Colorado's Secretary does not issue an ordinary automatic administrative dissolution certificate when an LLC misses a periodic report. Sections 7-90-902 and -903 describe a continuing delinquent entity; § 7-90-908 gives the later filing step to a manager. A late filing, the Secretary's determination, and a manager's eventual dissolution statement are different events.

Common questions

May the LLC simply wait out delinquency? Section 7-90-903(4) says existence continues, but subsection (1) restricts debt-collection suits until the delinquency is cured.

Does delinquency end the registered agent's role? No. Section 7-90-903(3) preserves that authority.

Statutes and sources

• Colo. Rev. Stat. § 7-90-102(58) — official text: “"Reporting entity" means any domestic entity as to which a constituent filed document is on file in the records of the secretary of state other than a domestic limited partnership that is not a reporting limited partnership and any foreign entity authorized to transact business or conduct activities in this state.” 2026 Title 7 PDF (accessed 2026-09-26).
• Colo. Rev. Stat. § 7-90-901(1) — official text: “(1) A domestic entity that is a reporting entity may be declared delinquent under section 7-90-902 if: (a) The domestic entity does not pay any fee or penalty imposed by this title when it is due; (b) The domestic entity does not comply with part 5 of this article, providing for reports from reporting entities; (c) The domestic entity does not comply with part 7 of this article, providing for registered agents and service of process; or (d) An administrative law judge finds, or a conceded notice and demand sets forth, pursuant to section 7-90-314 (4)(g)(V), that the domestic entity was created without authorization or for fraudulent purposes.” 2026 Title 7 PDF (accessed 2026-09-26).
• Colo. Rev. Stat. § 7-90-902(1) — official text: “(1) (a) If the secretary of state determines that one or more grounds exist under section 7-90-901 for declaring an entity delinquent and the entity does not correct each ground for declaring it delinquent or demonstrate to the reasonable satisfaction of the secretary of state that such ground does not exist within sixty days after the secretary of state makes such determination, the entity becomes delinquent following the expiration of such sixty days.” 2026 Title 7 PDF (accessed 2026-09-26).
• Colo. Rev. Stat. § 7-90-903(1), (3)–(5) — official text: “(1) A delinquent entity may not maintain a proceeding in any court in this state for the collection of its debts until it has cured its delinquency pursuant to section 7-90-904 (1), (2), or (3).” 2026 Title 7 PDF (accessed 2026-09-26).
• Colo. Rev. Stat. § 7-90-904(1), (3) — official text: “(1) (a) An entity that has been delinquent for fewer than five years may cure its delinquency by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, a statement curing delinquency that is signed by an individual under penalty of perjury and that states: (I) The entity's principal office address; and (II) The entity's registered agent's name and address.” 2026 Title 7 PDF (accessed 2026-09-26).
• Colo. Rev. Stat. § 7-90-908(1)–(2) — official text: “(1) If a delinquent domestic entity has failed to cure its delinquency for three years or more, any manager of the domestic entity may cause it to dissolve by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of dissolution of delinquent entity stating: (a) The domestic entity name of the delinquent entity; (b) The principal office address of the delinquent entity's principal office; (c) That the entity is delinquent and has failed to cure its delinquency for three years or more; and (d) That, at least thirty days prior to the delivery of the statement of dissolution of delinquent entity to the secretary of state, the delinquent entity has delivered written notice of the delinquent entity's plan to file a statement of dissolution of delinquent entity to all owners and other persons having authority under the organic statutes and under its constituent operating document to bring about or prevent dissolution of the entity and the delinquent entity has not received, as of the date the statement of dissolution of delinquent entity is delivered for filing to the secretary of state, written objections to dissolution from such number of such owners and other persons as would be sufficient to prevent voluntary dissolution of the delinquent entity under the organic statutes and its constituent operating document.” 2026 Title 7 PDF (accessed 2026-09-26).
• Colo. Rev. Stat. § 7-90-910 — official text: “A domestic entity that is dissolved pursuant to section 7-90-908 continues its existence but may not carry on any business except as is appropriate to wind up and liquidate its business and affairs, and to give notice to claimants, in accordance with the organic statutes.” 2026 Title 7 PDF (accessed 2026-09-26).
• Colo. Rev. Stat. § 7-90-1001 — official text: “Any domestic entity as to which a constituent filed document has been filed by, or placed in the records of, the secretary of state and that has been dissolved may be reinstated under this part 10; except that this part 10 shall not apply to domestic general partnerships or to limited partnerships formed under article 61 of this title that have not elected to be governed by article 62 of this title.” 2026 Title 7 PDF (accessed 2026-09-26).
• Colo. Rev. Stat. § 7-90-1003(1) — official text: “(1) To reinstate under this part 10 an entity that has been dissolved for fewer than two years, an individual named in the articles of reinstatement shall deliver articles of reinstatement to the secretary of state for filing pursuant to part 3 of this article 90 stating:” 2026 Title 7 PDF (accessed 2026-09-26).