Professional Corporation / PLLC Formation Packet — Colorado

Professional Corporation / PLLC Formation Packet — Colorado

1. Quick-Reference Summary

2. Pre-Filing Checklist

License Verification

☐ All proposed shareholders/members hold a current, active Colorado license in [________________________________] (profession)
☐ License numbers verified with the Colorado Department of Regulatory Agencies (DORA), Division of Professions and Occupations
☐ No disciplinary action pending against any proposed owner, director, manager, or officer
☐ Title 12 article governing the profession identified: [________________________________]

Board Pre-Approval / Registration

☐ Determined whether the profession's Board requires registration or a certificate before or after Secretary of State filing
☐ For attorneys: entity registration under C.R.C.P. 265 completed/planned
☐ Board certificate of registration / good standing obtained (if required): [________________________________]

Name Availability + Designation

☐ Name searched on the Colorado Secretary of State business database (must be distinguishable)
☐ Name complies with C.R.S. § 7-90-601 and the entity-type designator (corp: "Corporation/Inc./Company/Limited"; LLC: "LLC/Limited Liability Company")
☐ Professional designator included if the Board requires/permits one (e.g., "P.C.," "Professional Corporation," "P.L.L.C.")
☐ Name reservation filed if needed ($25; 120 days)

Registered Agent + Fees + Insurance

☐ Colorado registered agent designated (street address; consent obtained)
☐ Filing fee confirmed: $50 (online)
☐ Professional liability / malpractice insurance obtained or confirmed (check Board minimums)
☐ Federal EIN obtained (IRS Form SS-4 / online)

3. Articles of Incorporation — Professional Corporation (Colorado)

ARTICLES OF INCORPORATION
(Corporation Rendering Professional Services — Colorado Business Corporation Act, C.R.S. Title 7, Art. 101–117)

The undersigned, being a natural person eighteen (18) years of age or older and acting as incorporator, delivers these Articles of Incorporation to the Colorado Secretary of State pursuant to the Colorado Business Corporation Act, C.R.S. § 7-102-101 et seq., for the purpose of forming a corporation that will render professional services subject to C.R.S. Title 12 and applicable Board rules.

Article I — Name

The name of the corporation is:

[________________________________]

The name complies with C.R.S. § 7-90-601 and includes the required entity designator and any professional designator required by the Board:

• ☐ Corporation / Corp.
• ☐ Incorporated / Inc.
• ☐ Company / Co.
• ☐ Limited / Ltd.
• ☐ Professional designator required/permitted by Board: [________________________________] (e.g., "P.C.," "Professional Corporation")

Article II — Professional-Services Purpose (Single Profession)

The corporation is organized for the sole and specific purpose of rendering professional services in the single profession of [________________________________], and services ancillary thereto, as regulated under C.R.S. Title 12, Article [____], and the rules of the [________________________________] (Board). The corporation shall not render professional services in any other regulated profession.

Article III — Principal Office

The street address of the principal office of the corporation is [________________________________], Colorado [____]. The mailing address (if different) is [________________________________].

Article IV — Registered Agent and Registered Office

The registered agent of the corporation is [________________________________], whose registered office (Colorado street address; no P.O. box) is [________________________________], Colorado [____]. By filing, the corporation confirms the registered agent has consented to serve pursuant to C.R.S. § 7-90-301 et seq.

Article V — Capital Stock

A. The corporation is authorized to issue [____] shares of common stock, [par value $[____] per share / no par value].

B. Ownership restricted to licensed persons. Shares may be issued to and held only by:

• ☐ Individuals licensed/authorized to render [________________________________] in Colorado;
• ☐ Other professional entities rendering the same profession (where the Board permits);
• ☐ The estate of a deceased or disqualified shareholder, for a wind-down period not exceeding [____] months, pending mandatory buy-back under Article IX.

Article VI — Incorporator

Article VII — Directors

A. The initial board consists of [____] director(s).

B. All directors must be licensed to render [________________________________] in Colorado, to the extent required by the profession's Title 12 statute and Board rules.

Article VIII — Professional Licensing

A. The corporation shall render professional services only through individuals duly licensed/authorized to render [________________________________] in Colorado.

B. Each shareholder, director, and officer who is required by Title 12 or Board rules to be licensed shall maintain a current, active Colorado license.

C. The corporation shall comply with all rules of the [________________________________] (Board), C.R.S. Title 12, and (for attorneys) C.R.C.P. 265, and shall promptly notify the Board of any change in ownership, directors, or officers that the Board requires to be reported.

Article IX — Share-Transfer Restriction and Mandatory Buy-Back

A. No transfer to unlicensed persons. No share may be sold, assigned, pledged, or otherwise transferred to any person who is not licensed/authorized to render [________________________________] in Colorado, except as expressly permitted by law and Board rules. Any purported transfer in violation of this Article is void.

B. Mandatory buy-back on death or disqualification. Upon the death, disability, license revocation, suspension, surrender, or other disqualification of a shareholder, that shareholder (or the estate) shall sell, and the corporation shall purchase or cause a licensed person to purchase, all of that shareholder's shares within [____] days, at a price determined by:

• ☐ Book value as of the most recent fiscal year-end;
• ☐ Fair market value per independent appraisal;
• ☐ Formula in the Shareholders' Agreement;
• ☐ Other: [________________________________].

C. Legend. Every stock certificate (or ownership record for uncertificated shares) shall bear a legend referencing the restrictions in this Article.

Article X — Dissolution

A. On dissolution, all professional obligations and pending client/patient matters shall be completed or transferred to another licensed professional or same-profession entity.

B. The corporation shall notify the Board of dissolution within [____] days if the Board so requires, and shall wind up under C.R.S. § 7-114-101 et seq.

4. Articles of Organization — Professional Limited Liability Company (Colorado PLLC)

ARTICLES OF ORGANIZATION
(Limited Liability Company Rendering Professional Services — Colorado LLC Act, C.R.S. § 7-80-101 et seq.)

Article I — Name

The name of the limited liability company is [________________________________], and complies with C.R.S. § 7-90-601:

• ☐ Limited Liability Company
• ☐ LLC / L.L.C.
• ☐ Limited / Ltd. / Company / Co. (as permitted)
• ☐ Professional designator required/permitted by Board: [________________________________] (e.g., "P.L.L.C.")

Article II — Professional-Services Purpose (Single Profession)

The company is organized for the sole and specific purpose of rendering professional services in the single profession of [________________________________], and services ancillary thereto, as regulated under C.R.S. Title 12, Article [____], and the rules of the [________________________________] (Board). The company shall not render services in any other regulated profession.

Article III — Principal Office and Registered Agent

Principal office: [________________________________], Colorado [____].
Registered agent: [________________________________], registered office (Colorado street address; no P.O. box): [________________________________], Colorado [____]. The agent has consented to serve (C.R.S. § 7-90-301 et seq.).

Article IV — Management

The company is:

• ☐ Member-managed
• ☐ Manager-managed

All members are licensed. Every member is, and shall remain, licensed/authorized to render [________________________________] in Colorado, to the extent required by Title 12 and Board rules.

If manager-managed, all managers who exercise professional judgment over the rendering of professional services must be licensed in the profession.

Article V — Membership-Transfer Restriction and Mandatory Buy-Back

A. No membership interest may be transferred to a person who is not licensed/authorized to render [________________________________] in Colorado, except as expressly permitted by law and Board rules. Any purported transfer in violation of this Article is void.

B. Upon a member's death, disability, or license disqualification, the interest shall be purchased by the company or a licensed person within [____] days at a price determined under the Operating Agreement (book value / appraised fair market value / formula).

Article VI — Professional Compliance and Dissolution

A. The company shall render professional services only through members, managers, employees, and agents licensed/authorized to render the profession in Colorado, and shall comply with Title 12 and Board rules.

B. On dissolution, pending professional matters shall be completed or transferred to another licensed professional or same-profession entity, and the company shall wind up under C.R.S. § 7-80-801 et seq.

5. Licensing-Board Approval / Registration Block and Signatures

Licensing-Board Approval / Registration

☐ Registration/approval required. The [________________________________] (Board) requires registration or a certificate for professional entities. Certificate/registration No. [________________________________], dated [__/__/____], is attached as Exhibit A.

☐ Attorney entity (C.R.C.P. 265). This entity is registered with the Colorado Supreme Court / Office of Attorney Regulation under C.R.C.P. 265. Registration No. [________________________________], dated [__/__/____].

☐ No pre-filing Board approval required for this profession; ongoing Board compliance still applies.

Incorporator / Organizer Signature

IN WITNESS WHEREOF, the undersigned executes these Articles on [__/__/____].

Registered Agent Consent

The undersigned consents to serve as registered agent for the entity in Colorado.

6. Sources and References

• Colorado Secretary of State — Professional service companies (Business FAQs): https://www.sos.state.co.us/pubs/business/FAQs/professionals.html
• Colorado Secretary of State — Business home / online filing: https://www.sos.state.co.us/pubs/business/businessHome.html
• Colorado Business Corporation Act, C.R.S. Title 7, Articles 101–117: https://leg.colorado.gov/colorado-revised-statutes
• Colorado Limited Liability Company Act, C.R.S. § 7-80-101 et seq.: https://leg.colorado.gov/colorado-revised-statutes
• Entity names — C.R.S. § 7-90-601: https://leg.colorado.gov/colorado-revised-statutes
• C.R.S. Title 12 (Professions and Occupations): https://leg.colorado.gov/colorado-revised-statutes
• C.R.C.P. 265 (Professional Service Corporations and LLCs — attorneys): https://www.coloradosupremecourt.com/Rules/
• Colorado Department of Regulatory Agencies (DORA), Division of Professions and Occupations: https://dpo.colorado.gov/