Nonprofit Corporation Formation Filing in Colorado
At a glance
| Governing act and filing office | Colorado Revised Nonprofit Corporation Act, articles 121–137 of title 7; Secretary of State files articles (§§ 7-122-101, 7-123-101(1)) |
|---|---|
| Incorporator and filing document | One or more persons deliver articles; individual incorporator must be at least 18; articles list each incorporator’s true name and mailing address (§§ 7-122-101, 7-122-102(1)(d)) |
| Name and purpose | Articles state domestic entity name compliant with article 90, part 6; lawful purpose is default and narrower purpose statement optional (§§ 7-122-102(1)(a), (2)(b)(I), 7-123-101(1)) |
| Member and entity-type statement | Articles say whether voting members will exist and give lawful dissolution-asset distribution provisions (§ 7-122-102(1)(e), (g)) |
| Initial directors and selection | Initial director names/addresses optional; if omitted, incorporators meet after formation to elect a board (§§ 7-122-102(2)(a), 7-122-105(1)(a)) |
| Registered office and agent | Articles state initial agent name/address and principal-office address; agent may be eligible Colorado-based adult individual or qualifying entity (§§ 7-122-102(1)(b)–(c), 7-90-701(1)) |
| Signatures and agent acceptance | Signature is not a filing condition; individual causing delivery affirms truth and compliance under penalty of perjury. Filing must state agent consent (§§ 7-90-301(2), 7-90-301.5(1), 7-90-701(3)) |
| Filing fee | Secretary of State fee schedule sets $50 online articles fee, paper n/a; statutory § 7-90-303(1)(f) authorizes filing charges |
| When existence begins | Existence begins on Secretary filing or stated delayed effective date; a date over 90 days is capped at 11:59 p.m. on day 90 (§§ 7-122-103(1), 7-90-304(1)(a), (2)) |
Requirements one by one
Filing and incorporators
Under § 7-122-101, one or more persons deliver articles to the Secretary of State. An individual incorporator must be at least 18. § 7-122-102(1)(d) requires the true name and mailing address of each incorporator in the articles.
Name, purpose, and voting members
§ 7-122-102(1)(a) requires a domestic entity name satisfying article 90’s name rules. Under § 7-123-101(1), the default purpose is any lawful business or activity; § 7-122-102(2)(b)(I) permits the articles to set a narrower purpose. The articles must say whether the corporation will have voting members, and include lawful terms for distributing assets on dissolution (§ 7-122-102(1)(e), (g)).
Initial directors and office
§ 7-122-102(2)(a) allows but does not require initial director names and addresses. If omitted, the incorporators meet after incorporation to elect a board under § 7-122-105(1)(a). Articles must state the initial registered agent’s name and address and the initial principal-office address (§ 7-122-102(1)(b)–(c)). § 7-90-701(1)(a) permits a qualifying adult Colorado-based individual as agent; § 7-90-701(1)(b)–(c) permits qualifying domestic or authorized foreign entities.
Signing, agent consent, and fee
§ 7-90-301(2) says a signature is not required as a condition of filing. By causing delivery, an individual affirms under penalty of perjury that the filing is their act or the represented person’s act, the stated facts are believed true, and the filing complies with law (§ 7-90-301.5(1)). Under § 7-90-701(3), the document must state that the initial agent consented to appointment.
The Secretary's current fee schedule lists $50 online for nonprofit articles and paper filing as “n/a.” § 7-90-303(1)(f) authorizes the Secretary to charge for processing title 7 documents.
Corporate existence
Under § 7-122-103(1), existence begins when the Secretary files the articles or, if validly specified, on their delayed effective date. § 7-90-304(1)(a) supplies the ordinary filing time. If a stated delayed date exceeds 90 days after filing, § 7-90-304(2) makes the document effective at 11:59 p.m. on day 90.
What trips people up
The agent’s consent must appear as a statement in the document (§ 7-90-701(3)), while § 7-90-301(2) removes signature as a filing condition. A delayed date beyond 90 days is not simply ignored; the statute supplies day 90 at 11:59 p.m. (§ 7-90-304(2)).
Common questions
Must the articles list every first director?
No. § 7-122-102(2)(a) makes the list optional; § 7-122-105(1)(a) then provides an incorporator meeting to elect a board.
Must the corporation have voting members?
§ 7-122-102(1)(e) requires the articles to state whether voting members will exist. It permits a no-voting-members answer.
Statutes and sources
The verbatim current Colorado 2026 Revised Statutes and Secretary of State fee schedule, with official URLs and access dates, appear above.
Source links
Every statute quoted above, linked, with the date we checked it.
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