LLC Annual and Biennial Report Requirements in Colorado
At a glance
| Periodic report obligation | Yes — a Periodic Report. Every Colorado LLC is a 'reporting entity' that must file a Periodic Report with the Secretary of State each year to keep good standing (C.R.S. § 7-90-501; Colorado SOS Periodic Reports FAQ). Colorado calls it a Periodic Report rather than an 'annual report,' but it is an annual filing |
|---|---|
| Frequency and first report | Annual. A newly formed LLC's first Periodic Report is due no later than the last day of the second calendar month after the first anniversary of its formation month; after that, one report every year, keyed to the same anniversary (C.R.S. § 7-90-501(4)(c); Colorado SOS) |
| Due date and filing window | Tied to the LLC's 'Periodic Report month' — the anniversary month of formation. It may be filed the two months before through two months after that month without penalty; the hard due date is the last day of the second month after the report month (report month January → due March 31) (Colorado SOS Periodic Reports and Noncompliance FAQs). The SOS emails a courtesy reminder, but the duty does not depend on receiving it |
| Filing office and method | Colorado Secretary of State, online only through coloradosos.gov — Colorado does not accept a paper Periodic Report. The report is filed from the entity's record in the SOS business database |
| Required information | A short confirmation of the entity name, the jurisdiction under whose law the LLC is formed, the registered agent's name and address, and the principal office address (C.R.S. § 7-90-501(1); Colorado SOS). It must be filed even if nothing changed; Colorado does not collect a member or manager list on the report |
| Filing fee and related charges | $25, filed online (Colorado SOS business fee schedule, revised July 1, 2024). The fee rose from $10 to $25 on July 1, 2024. No separate tax or charge is collected with the Periodic Report itself |
| Late fee and delinquency | Miss the due date and the LLC's status turns 'Noncompliant' and a $50 Periodic Report Late Filing Penalty is assessed. If it is not cured, after 60 days in Noncompliant status the entity becomes 'Delinquent' (Colorado SOS Noncompliance FAQ; fee schedule). A delinquent LLC is out of good standing until it cures, which can affect its ability to transact and litigate in Colorado |
| Dissolution, reinstatement, and cure | Colorado's escalation is Good Standing → Noncompliant → Delinquent, not an immediate administrative dissolution. A delinquent LLC cures by filing the overdue Periodic Report plus a $100 Statement Curing Delinquency, which restores good standing; an entity that has been dissolved returns through Reinstatement for a $100 fee (Colorado SOS fee schedule and Noncompliance FAQ). Curing or reinstating does not erase taxes or obligations that arose while the LLC was delinquent |
The Colorado Periodic Report, one requirement at a time
Colorado does require every LLC to file a yearly report, but it uses its own vocabulary: the filing is a Periodic Report, not an "annual report," and it goes to the Secretary of State. Under C.R.S. § 7-90-501, "reporting entities, such as limited liability companies, corporations, nonprofit corporations, and foreign entities, are required by law to submit a Periodic Report each year to the Secretary of State."
What it is. The Periodic Report is a short confirmation of your LLC's public record: the entity name, the state it was formed in, the registered agent's name and address, and the principal office address. Even if nothing has changed, you file it to confirm the record is current — Colorado does not ask an LLC to list its members or managers.
When it is due. Every entity has a Periodic Report month — the anniversary month of formation, shown on the entity's Summary page in the Secretary of State's business database. You may file "two months prior to the Periodic Report month or two months after without any penalty." The hard deadline is the last day of the second month after the report month: as the SOS puts it, "if the Periodic Report month is January, the due date will be March 31st." A newly formed LLC's first report is due the last day of the second calendar month after its first formation anniversary.
The fee. Filing is online only through coloradosos.gov, and the fee is $25. That fee rose from $10 to $25 on July 1, 2024 — the $10 figure had held since Colorado moved to online filing in 2006, so older guides quoting $10 are out of date.
What trips people up
- It is called a "Periodic Report," and it is online only. Searching for a Colorado "annual report" or trying to mail a paper form will not work. The filing is the Periodic Report, done electronically from your entity's record on the Secretary of State site.
- Your deadline moves with your formation month. There is no single statewide date. If your LLC's Periodic Report month is January, your hard deadline is March 31; if it is June, the deadline is August 31. The SOS emails a reminder only if you signed up for its notification service and your address is current.
- "Noncompliant" comes before "Delinquent," and both cost money. Miss the due date and your LLC immediately becomes Noncompliant, and a $50 late penalty is assessed. If it stays uncured for 60 days, the status escalates to Delinquent. A delinquent LLC is out of good standing, which can stall financing, closings, and its ability to transact and litigate in Colorado.
- Losing your registered agent is its own path to Noncompliant. If your registered agent resigns and you do not appoint a new one within 30 days, the LLC becomes Noncompliant even if the Periodic Report itself is current.
Common questions
Where and how do I file my Colorado LLC's Periodic Report? Online only, through the Secretary of State's website. Search your entity in the business database, open its Summary page, and select "File a form." The fee is $25.
When exactly is my report due? Look up your "Periodic Report month" (your formation anniversary month) on the entity's Summary page. You can file from two months before it through the end of the second month after it without penalty — so a January report month means a March 31 hard deadline.
What does it cost if I file late? The LLC becomes Noncompliant and a $50 late-filing penalty is added to the $25 report fee. If you still do not file, after 60 days the LLC becomes Delinquent, and curing it takes the overdue report plus a $100 Statement Curing Delinquency.
My Colorado LLC is Delinquent (or was dissolved) — how do I fix it? File the overdue Periodic Report with the $100 Statement Curing Delinquency to return a delinquent entity to good standing; an entity that was dissolved uses Reinstatement, a $100 filing. Neither erases taxes or obligations that came due while the LLC was out of good standing.
Statutes and sources
- Colorado Secretary of State — Periodic Reports (Business FAQs). Official statement that LLCs and other reporting entities must file a Periodic Report each year, citing C.R.S. § 7-90-501, and the two-months-before-through-two-months-after filing window. https://www.coloradosos.gov/pubs/business/FAQs/reports.html (accessed 2026-07-16)
- Colorado Secretary of State — Noncompliance (Business FAQs). The last-day-of-the-second-month due date, the Noncompliant status and late fee, and the escalation to Delinquent after 60 days. https://www.sos.state.co.us/pubs/business/FAQs/status.html (accessed 2026-07-16)
- Colorado Secretary of State — Business Organizations Fee Schedule (revised July 1, 2024). Periodic Report $25, Late Filing Penalty $50, Statement Curing Delinquency $100, Reinstatement $100. https://www.coloradosos.gov/pubs/info_center/fees/business.html (accessed 2026-07-16)
- Colorado Secretary of State — press release, June 17, 2024. Confirms the Periodic Report fee rose to $25 effective July 1, 2024 (from $10 since 2006), pursuant to C.R.S. § 7-90-501. https://coloradosos.gov/pubs/newsRoom/pressReleases/2024/PR20240617Fees.html (accessed 2026-07-16)
Source links
Every statute quoted above, linked, with the date we checked it.
What does Colorado law mean for your facts?
You just read the general rule. Ask your own question and see which parts of current Colorado law apply to your situation, with citations you can check.
Opens in Ezel Pro.
- Starts from the statutes this survey is built on
- Cites every source it relies on, so you can verify it
- Chat, drafting and research in one workspace