Colorado: LLC Amendment and Legal-Name-Change Filing Requirements
The short answer
Colorado permits an articles amendment at any time and requires one for a legal-name change or a false or erroneous articles statement. All members must approve unless the operating agreement supplies another method. File online from the entity record with the LLC name and amendment text; no signature is required. The current fee is $25, and effect may be delayed up to 90 days.
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This is the general rule in Colorado. Ask about your specific facts and see which parts of current Colorado law apply, with citations to the statutes.
| Governing law and covered public record | Colorado Limited Liability Company Act, C.R.S. art. 80 of title 7, with common filing rules in art. 90; amend the public Articles of Organization by online Articles of Amendment filed with the Secretary of State (§§ 7-80-204, 7-80-209, 7-90-301) |
|---|---|
| Mandatory, permitted, and restatement routes | Articles may be amended at any time for any purpose and must be amended for a legal-name change or a false or erroneous articles statement. Restated articles may consolidate only or include separately approved amendments and then supersede the original and prior amendments (§§ 7-80-209, 7-90-304.5) |
| Legal name and availability | A legal-name change triggers Articles of Amendment. The new name must be distinguishable in Secretary records, violate no Colorado statute, and include an approved LLC designator such as limited liability company, LLC/L.L.C., limited, or ltd. (§§ 7-80-209(1)(a), 7-90-601) |
| Internal approval and private consents | Default unanimous member approval; the operating agreement may provide another amendment method and otherwise controls internal affairs over contrary Act defaults. Written consent or authority is required before a filing uses another person's name or address or is delivered for the entity (§§ 7-80-108, 7-80-209(1.5), 7-80-401(2)(a), 7-90-314) |
| Filing contents and attachments | State the current domestic entity name and the amendment. The online filing starts from the entity record and requires either a name change, an attachment with the amended text, or both; add optional delayed-effect information and at least one causing individual's true name and mailing address (§§ 7-80-209(5), 7-90-301; current SOS checklist) |
| Signer, filing channel, and fee | Colorado requires no signature or execution as a filing condition. An individual causing delivery affirms the document, truth, and compliance under penalty of perjury and supplies name/address. File online only from the entity record; paper is unavailable. $25 for amendment or amended-and-restated articles (§§ 7-90-301 to -301.5; current SOS forms and fee pages) |
| Effective time, delay, and rejection | Effective at filing, or at the later stated filing-day time; a delayed date/time is capped at the 90th day, and date-only means 11:59 p.m. The portal filing is not complete until payment; a reversed payment means no successful filing. Noncompliant medium or missing required content/fee need not be filed (§§ 7-90-301, 7-90-303 to -304; current checklist) |
| Correction, change, report, and assumed-name alternatives | Correction is for information incorrect when delivered or revocation of an erroneous filing; later circumstances use a statement of change. Use a statement of change or periodic report for principal-office or agent updates. Business under another name requires a separate trade-name statement, currently $20 (§§ 7-90-305 to -305.5, 7-90-501, 7-71-101; current SOS checklist and fee page) |
| Post-filing records, registrations, and status effect | Members may inspect the LLC's articles, operating agreement, resolutions/minutes, member-manager list, and other records on reasonable demand; 'articles' includes amendments and other filings that amend them. Acceptance changes Colorado's public articles, while periodic reports, trade names, tax/license/contract records, and other-state registrations remain separate (§§ 7-80-101(2), 7-80-408) |
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Requirements one by one
Colorado makes two amendments mandatory
C.R.S. § 7-80-204 sets the original articles fields. C.R.S. § 7-80-209 permits an
amendment at any time for any purpose, but it says the articles "shall be
amended" when the LLC changes its domestic entity name or the articles contain a
false or erroneous statement. The amendment filing itself is spare: the current
LLC name and the amendment text. The Secretary's online workflow implements that
by requiring a name change, an attachment containing other amended text, or both.
Restatement is a different route. It files the complete current articles text,
may incorporate amendments approved under the ordinary rule, and supersedes the
original articles plus every prior amendment.
The default approval is every member
Colorado does not infer approval from the person who submits the online form.
C.R.S. §§ 7-80-108 and 7-80-401, together with § 7-80-209, require all members
to approve an articles amendment unless the operating agreement provides another
manner. The operating agreement otherwise controls internal affairs over contrary
statutory defaults, subject to the Act's nonwaivable limits.
The filing screen asks for an individual causing delivery, not an authorized
signer's signature. That individual affirms the filing, its facts, and legal
compliance under penalty of perjury. Current § 7-90-314 also requires written
consent or authority to use another person's name or address or deliver the
document for the LLC.
Online filing replaces a signed paper form
The Secretary's forms list sends Articles of Amendment and Amended and Restated
Articles of Organization through the entity-record search and marks paper forms
unavailable. Section 7-90-301 expressly says signature or execution is not a
condition of filing. At least one causing individual's true name and mailing
address is required.
The current fee is $25 for either amendment or amended-and-restated articles.
Payment must be electronic. Under §§ 7-90-303 and 7-90-305 to 7-90-305.5, a
reversed or otherwise failed payment means the document was not successfully
filed despite any initial timestamp; correction and later change remain distinct.
A delayed date has an automatic statutory cap
Under §§ 7-90-304 and 7-90-304.5, a document without a delay takes effect when
filed, and restated articles supersede the earlier articles and amendments. A
later filing-day time works only if it is after actual filing. A delayed
date/time is capped at the 90th day after filing; entering only a date means
11:59 p.m. on that date. A later date written into the document is automatically
pulled back to 11:59 p.m. on day 90.
What trips people up
Correction and change are divided by time. Section 7-90-305 corrects information
that was already wrong when delivered, or revokes a filing delivered in error.
A later development uses a statement of change. The Secretary's checklist sends
principal-office and registered-agent updates to a Statement of Change or the
periodic report rather than an articles amendment.
A trade name is another filing entirely. Under §§ 7-90-501 and 7-71-101, the
periodic report keeps agent and principal-office information current, while an
effective trade-name statement is required before doing Colorado business under
a name other than the person's true name. The current trade-name fee is $20. A
trade name does not replace the mandatory articles amendment when the LLC changes
its legal entity name. Under § 7-90-601, that legal name also must be
distinguishable and carry an approved LLC designator.
Common questions
Can a manager alone approve the name change?
Only if the operating agreement validly supplies that approval method. The
statutory default is consent of every member, even when managers otherwise make
ordinary company decisions.
Do I sign the online Articles of Amendment?
No signature is required as a filing condition. The named individual causing
delivery instead makes the statutory affirmation under penalty of perjury and
must have the written consent or authority required by § 7-90-314.
What should the company retain?
Keep the accepted amendment or restatement with the articles, operating
agreement, approval resolution or consent, and current member-manager records.
Members have a statutory inspection right for those categories on reasonable
demand related to their membership. Tax, license, bank, contract, property,
trademark, trade-name, and other-state registration updates are separate work.
Statutes and sources
- Colorado Revised Statutes 2026, title 7 (§§ 7-80-101, -108, -209, -401, -408; §§ 7-90-301 to -305.5, -314, -501, -601; § 7-71-101; accessed August 21, 2026).
- Colorado Secretary of State, Articles of Amendment checklist (online amendment fields and route distinctions; accessed August 21, 2026).
- Colorado Secretary of State, Business Forms List (online-only amendment and restatement routes; accessed August 21, 2026).
- Colorado Secretary of State, Business Organizations Fee Schedule (amendment, restatement, change, report, and trade-name fees; accessed August 21, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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