Colorado Foreign LLC Statement of Foreign Entity Authority Filing Package

Colorado Foreign LLC – Statement of Foreign Entity Authority Filing Package

Overview

A limited liability company organized under the laws of a state other than Colorado ("foreign LLC") may not transact business or conduct activities in Colorado until it has delivered a Statement of Foreign Entity Authority to the Colorado Secretary of State for filing pursuant to C.R.S. § 7-90-803.

Filing Method: Online only, through the Colorado Secretary of State Business Filing portal at sos.state.co.us.

Filing Fee: $100 (Statement of Foreign Entity Authority).

Periodic Report: $25 each year (called a "Periodic Report" in Colorado; not an "Annual Report"). The fee increased from $10 to $25 effective July 1, 2024.

Distinguishing Colorado Features:

• Colorado does not require a Certificate of Good Standing / Certificate of Existence from the home jurisdiction.
• All filings are online-only; paper submissions are not accepted.
• Periodic Reports are due during a five-month window: the two months before the assigned Periodic Report (anniversary) month, the anniversary month itself, and the two months after.
• Registered agent must be located in Colorado; principal office street address may not be a P.O. Box.

Part 1 — Pre-Filing Checklist

☐ Confirm the LLC's activities in Colorado constitute "transacting business" or "conducting activities" under C.R.S. § 7-90-801 and § 7-90-802 (review the safe harbor list of activities that do not constitute transacting business).

☐ Search the true name of the LLC in Colorado's business entity database to confirm availability and "distinguishability on the records" under C.R.S. § 7-90-601.

☐ If the true name is not available or does not satisfy Colorado's name requirements, select an assumed entity name (note: this is NOT the same as a trade name or DBA) for use in Colorado.

☐ Confirm the LLC name contains a required designator under home-state law (e.g., "LLC," "L.L.C.," "Limited Liability Company").

☐ Identify and secure consent of a qualified Colorado Registered Agent, including the identity or residency verification required for an individual agent on and after July 1, 2025.

☐ Gather principal office street address (must be a physical address, not a P.O. Box).

☐ Determine the date the LLC commenced or expects to commence transacting business or conducting activities in Colorado.

☐ Identify the natural person who will file the Statement (the "filer") and obtain their authority to sign on behalf of the LLC.

☐ Verify whether the LLC will operate as a "Professional Service Company" or render licensed professional services in Colorado (additional licensing board approvals may be required).

☐ Determine federal and Colorado tax registration needs (FEIN, Colorado Department of Revenue Account, sales tax license, wage withholding).

☐ Confirm any local Colorado business licensing requirements in the city or county where business will be conducted.

☐ Prepare a credit card or ACH payment method for the $100 online filing fee.

Part 2 — Statement of Foreign Entity Authority (C.R.S. § 7-90-803)

Filing Cover Information

1. True Name and Assumed Entity Name

True Name of Foreign Entity (as registered in home jurisdiction):
[________________________________]

Assumed Entity Name for Use in Colorado (if applicable; required if true name is not available):
[________________________________]

2. Jurisdiction of Formation

State or Other Jurisdiction Under the Law of Which the Entity Is Formed:
[________________________________]

3. Form of Entity

Form of Entity (as recognized in the jurisdiction of formation):

☐ Limited Liability Company (LLC)
☐ Professional Limited Liability Company (PLLC)
☐ Series LLC (specify series structure under home-state law)
☐ Low-Profit Limited Liability Company (L3C)
☐ Other: [________________________________]

4. Principal Office Address

Principal Office Street Address (no P.O. Box):

Principal Office Mailing Address (if different from street address):
[________________________________]

5. Colorado Registered Agent

Consent: The registered agent named above has consented to appointment. ☐ Yes

6. Date of Commencement

Date the foreign entity commenced or expects to commence transacting business or conducting activities in Colorado:

[__/__/____]

7. Filer Information

Affirmation and Signature

The undersigned causes this Statement of Foreign Entity Authority to be delivered for filing and, under penalty of perjury under the law of Colorado, affirms that all information set forth herein is true and correct.

Part 3 — Fee Schedule (Colorado Secretary of State)

Part 4 — Name Distinguishability and Assumed Entity Name

Name Availability Standard

Under C.R.S. § 7-90-601, a foreign entity name must be distinguishable on the records of the Colorado Secretary of State from:

☐ Names of domestic entities formed in Colorado
☐ Names of foreign entities already authorized to transact business in Colorado
☐ Names that are reserved or registered with the Colorado SOS
☐ Names of trade names registered under C.R.S. § 7-71-103

Name Availability Search

Assumed Entity Name Resolution (Sample)

RESOLUTION OF [LLC NAME]

WHEREAS, [LLC NAME], a [HOME STATE] limited liability company (the "Company"), intends to transact business in the State of Colorado pursuant to C.R.S. § 7-90-803;

WHEREAS, the Company's true name is not distinguishable on the records of the Colorado Secretary of State or is otherwise unavailable for use in Colorado;

NOW, THEREFORE, BE IT RESOLVED, that the Company hereby adopts the assumed entity name "[ASSUMED NAME]" for use in the State of Colorado, and the undersigned, on behalf of the Company, is authorized to deliver a Statement of Foreign Entity Authority to the Colorado Secretary of State reflecting such assumed entity name.

Part 5 — Registered Agent Designation and Consent

Registered Agent Requirements (C.R.S. § 7-90-701)

☐ Individual who is at least 18, has a primary residence or usual place of business in Colorado, and holds a current Colorado driver’s license or identification card or completes the Secretary of State’s alternative residency verification; or
☐ Entity in good standing with a usual place of business in Colorado; a foreign entity must also have authority to transact business in Colorado.

The registered-agent street address must be a physical Colorado location and cannot be a United States or commercial post-office box. A usual place of business must be customarily open during normal business hours with an authorized person commonly present to perform registered-agent services. A separate Colorado mailing address may be provided.

Registered Agent Consent (Sample)

I, [REGISTERED AGENT NAME], having a primary residence or usual place of business at [COLORADO STREET ADDRESS], hereby consent to serve as the registered agent in Colorado for [LLC NAME], a [HOME STATE] limited liability company, in accordance with C.R.S. § 7-90-701 et seq.

Part 6 — Post-Qualification Compliance

Immediate Post-Qualification (within 30 days)

☐ Print confirmation of filing (the filed Statement is the legal evidence of authority in Colorado; Colorado does not issue a separate paper "Certificate of Authority")
☐ Note the Colorado Secretary of State Entity ID assigned at filing
☐ Note the LLC's "anniversary month" for periodic report scheduling
☐ Register with the Colorado Department of Revenue (sales tax / wage withholding) if applicable
☐ Register with the Colorado Department of Labor and Employment (unemployment insurance) if hiring Colorado employees
☐ Obtain any local business licenses (e.g., Denver, Boulder, Colorado Springs, Aurora)
☐ Update operating agreement to reflect Colorado qualification if appropriate
☐ Update insurance certificates (workers' comp, commercial general liability, professional liability) to reference Colorado operations

Periodic Report (C.R.S. § 7-90-501)

Statement of Change

File a Statement of Change ($10) whenever the LLC needs to update:
☐ Registered agent name or address
☐ Principal office address
☐ Other matters in the Statement of Foreign Entity Authority

Tax Compliance

☐ Colorado income tax (LLCs taxed as partnerships file Form DR 0106; SMLLCs disregarded for federal purposes follow owner's reporting)
☐ Colorado sales and use tax registration if making taxable sales in Colorado
☐ Colorado wage withholding registration if paying Colorado wages
☐ Local sales tax registration if operating in a home-rule city (Denver, Boulder, etc.)
☐ Colorado SecureSavings Program (Colorado Retirement Savings Plan) if 5+ Colorado employees and no employer-sponsored plan

Part 7 — Consequences of Transacting Business Without Authority (C.R.S. § 7-90-802)

A foreign entity that transacts business or conducts activities in Colorado without authority:

☐ May not maintain a proceeding in any Colorado court for the collection of its debts until a Statement of Foreign Entity Authority is filed; a court may stay (not dismiss) a proceeding it commences until the statement is on file (§ 7-90-802(1)).

☐ Remains subject to suit and may still defend any proceeding; the validity of its acts is not impaired by the failure to qualify (§ 7-90-802(5)).

☐ Is liable to the State for an amount equal to the filing fee it would have paid, not to exceed $100 for each calendar year (or part thereof) of unauthorized operation, plus penalties; no Statement of Foreign Entity Authority will be filed until these amounts are paid (§ 7-90-802(2)).

☐ Is subject to a civil penalty payable to the State of up to $5,000, recoverable by the Attorney General, who may also seek an injunction against further business (§ 7-90-802(3)–(4)).

☐ Does not automatically void contracts — contracts remain enforceable by the counterparty against the LLC (§ 7-90-802(5)).

Part 8 — Withdrawal of Foreign Entity Authority

When the foreign LLC ceases to transact business or conduct activities in Colorado, file a Statement of Foreign Entity Withdrawal under C.R.S. § 7-90-806.

Withdrawal Pre-Filing Checklist

☐ All Colorado tax accounts closed or marked final (Colorado Department of Revenue)
☐ All Colorado employees properly terminated and final wages paid
☐ Colorado unemployment insurance account closed
☐ Local business licenses canceled
☐ All Colorado-located property dispositions complete or accounted for
☐ Registered agent appointment maintained through withdrawal effective date
☐ All periodic reports filed and current

Statement of Foreign Entity Withdrawal — Required Information

Filing Fee: $10.00 (online).

After withdrawal, the Colorado Secretary of State remains the agent for service of process on any Colorado cause of action arising during the period of qualification.

Part 9 — Sources and References

• C.R.S. § 7-90-801 et seq. — Foreign Entities
• Colorado Secretary of State, Business Filings: https://www.sos.state.co.us/biz/
• Colorado SOS, Statement of Foreign Entity Authority Help: https://www.sos.state.co.us/pubs/business/helpFiles/AUTHORITY_HELP.html
• Colorado SOS, FAQs (Foreign Entities): https://www.sos.state.co.us/pubs/business/FAQs/foreigns.html
• Colorado Department of Revenue, Business Tax Registration: https://tax.colorado.gov/
• Colorado Department of Labor and Employment: https://cdle.colorado.gov/