In the United States, just because you are registered to do business in one state does not mean that you can legally do business in another state.  If you want to transact any serious business in a state other than the state in which your LLC is registered, most likely you will have to register with the state in which you want to do business before you can legally conduct business there. 

For example, a LLC that is registered in California wants to do business in Colorado.  The California LLC is a "Domestic" LLC in California and will be a "Foreign" LLC in Colorado.

The California LLC needs to register with the Colorado Secretary of State as a Colorado Foreign LLC.

The use of the term Foreign in this case refers specifically to individual US states.  The US government, including the IRS, considers a Foreign company to be a company that is registered outside of the United States.

You want to do business in the state of Colorado but are registered as a LLC in another state.  In order to legally conduct business in the state of Colorado you must register with the Colorado Secretary of State as a Foreign LLC.  The process of registering as a Foreign LLC in Colorado is called Colorado LLC Foreign Qualification.

The process of Colorado LLC Foreign Qualification is similar to the process of forming a Domestic LLC in Colorado.  Your original home LLC formation documents (frequently called Articles of Organization) and By Laws apply to your Colorado Foreign LLC.  The Officers and Directors of your home LLC will have the same roles in the Colorado Foreign LLC.  Specific requirements to qualify as a Foreign LLC in Colorado are explained below. 

Once you have made the decision to Qualify as a Foreign LLC in Colorado, a Colorado lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services.

The short answer is no.  The state of Colorado does not legally require a lawyer to form a Colorado Foreign LLC.

Our detailed Foreign Qualification page may help you understand some of the implications of forming a Colorado Foreign LLC.  However, if there is anything about forming a Foreign LLC in Colorado that you're not sure about you should seek the advice of a competent Colorado lawyer, a Colorado accountant, or both before you form a Foreign LLC in Colorado.

Once you have made the decision to form a Foreign LLC in Colorado, a Colorado lawyer can file your documents and act as a middle man for a few hundred dollars an hour; or you can use an online service provider like All Business Documents to perform these services and save money that you can use in your new Colorado Foreign LLC.

You are not legally required to reserve a Company Name for a new Colorado LLC Corporation before you submit your application to Form a Foreign LLC in Colorado.

The LLC name that you have registered in your home state may or may not be available in Colorado.  In that case you need a different name your Colorado Foreign LLC.  Whether or not you need to reserve a company name for your new Colorado Foreign LLC depends entirely on your business situation.  The Colorado Secretary of State uses LLC names on a first come first served basis.  So if you think that someone may snatch the Company Name that you have in mind, you may want to reserve that Colorado Foreign LLC Name.

If the Name you have chosen for your new Colorado Foreign LLC is already in use by a currently active Colorado Corporation or LLC then you will have to register a DBA Name with the Colorado Secretary of State.  "DBA" is an abbreviation for "Doing Business As."

In Colorado a DBA Name is called a Trade Name.

We verify that the Name you have chose for your new Colorado Foreign LLC is available before we submit your Foreign LLC filing to the Colorado Secretary of State.  If necessary we can register a Trade Name in Colorado for you so that you can open your new Colorado business as quickly as possible.

1. Choose a name for your Colorado Foreign LLC
   
   You can use the same name in Colorado that you use in your home state, however, if the name of your Domestic LLC is not available you need to choose another name.  Your Colorado Foreign LLC name can identify the type of products and services your business will provide; or it may be the name of the founder; or it can be a combination of the two or something else.
   
   In any case, the Colorado Foreign LLC name that you choose must be distinguishable from the name of any other registered Colorado LLC or other business entity and the name must also be different from any reserved names on record with the state of Colorado.  Your Colorado Foreign LLC name must not imply that it was formed for a purpose other than that stated in the Articles of Organization for your Domestic LLC and your Colorado Foreign LLC name must not be a name that is likely to mislead the public.
   
   The name of a Colorado Foreign LLC must include the word "Limited Liability Company" or or the abbreviation "LLC" or "L.L.C.".
   
   It's important to choose a good name for your Colorado Foreign LLC because if you want to change it after you qualify you will have to file amended documents with the Colorado Secretary of State (and pay a fee).
   We will check to make sure that your requested Colorado Foreign LLC name is available and conforms to all state of Colorado Limited Liability Company naming regulations.
2. File Registration Documents with the Colorado Secretary of State
   
   In order to Qualify as a Foreign LLC in Colorado you must file Registration Documents with the Colorado Secretary of State.  In Colorado the registration documents are named "Statement of Foreign Entity Authority".
   
   The registration documents must include certain specific information about your Colorado business.  If the LLC Registration Documents do not conform exactly to state of Colorado Foreign LLC requirements they will be rejected. 
   
   If you need to change any of the information on your registration documents after your Colorado Foreign LLC has been approved, you may amend the registration documents for your Colorado Foreign LLC but you will have to pay a fee to the state of Colorado in order to make the changes official.
   
   
3. Determine how you want your Colorado Foreign LLC to be taxed
   
   The Colorado Corporate Income Tax Rate is 4.63%.  You may choose that your Colorado Foreign LLC is to be taxed as a C Corporation or S Corporation. 
   
   A C Corporation is what you may think of as a traditional Corporation like General Electric or Ford.  C Corporations pay a Corporate income tax to the state if that state taxes Corporations. 
   
   You may choose to have your Colorado Foreign LLC taxed as a S Corporation.  S Corporations "pass through" all corporate profits to the shareholders (owners) who then pay tax at their applicable personal rate.  S Corporations do not pay any Colorado Corporate Income Tax.
   
   If you form a Single Member Colorado Foreign LLC and do not specify to the IRS how you want to be taxed your Single Member Colorado Foreign LLC will be taxed as a Sole Proprietorship.  If you form a Multiple Member Colorado Foreign LLC and do not specify to the IRS how you want to be taxed your Multiple Member Colorado Foreign LLC will be taxed as a Partnership.
   
   Colorado Corporate Tax Information
   If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Colorado Foreign LLC and include it with your final Foreign LLC documents.

1. Obtain Business Licenses from the cities and counties in which you plan to do business
   
   Note that forming a Colorado Foreign LLC doesn't take the place of obtaining a local business license, tax registration certificate, or other required business permits.  A Colorado Foreign LLC merely creates an ownership structure that limits the owners' personal liability.  You may still need to take care of getting set up to do business with your local government.
   
   Depending on the nature of the business and the location of your Colorado Foreign LLC within Colorado you may need to get one or more local business licenses or permits.  The business licenses or permits that are required for your Colorado Foreign LLC vary depending on your business activities and the specific locations within the state of Colorado in which you want to conduct business.
   
   If your Colorado Foreign LLC will be selling products in Colorado you may be required to obtain a Reseller's Permit from the appropriate Colorado state agency.  If your Colorado Foreign LLC will be selling products in Colorado you will also be responsible for all applicable local and state of Colorado sales taxes if there are any.
   We have the expertise to find out exactly which state and local permits that you need for your specific business.
2. File the required reports for your Colorado Foreign LLC
   
   The Colorado Periodic Report includes basic information about your Colorado Foreign LLC including information on your business location as well as the names of the Officers and Directors.
   
   Failure to submit a properly completed Colorado Periodic Report to the Colorado Secretary of State on or before the due date may subject the Colorado Foreign LLC to being administratively dissolved in the state of Colorado or having its authority to transact business in the state of Colorado revoked by the Colorado Secretary of State.
   
   Penalties may accrue if you fail to file any Colorado Foreign LLC Periodic Report to the Colorado Secretary of State by the due date.
   
   
3. Keep proper records of your Colorado Foreign LLC on file
   
   Keep the following records on file and available at the principal business office of your Colorado Foreign LLC:
   • Names and addresses of all Members and Managers of the Colorado Foreign LLC
   • Foreign LLC formation documents and any Amendments to them
   • Colorado Foreign LLC Operating Agreement and any Amendments to them
   • Copies of any LLC Resolutions which have been adopted by the Colorado Foreign LLC
   • Copies of all tax returns and Annual Reports for the Colorado Foreign LLC for the last 3 years
   
   
4. Pay your taxes to the state of Colorado
   
   Foreign LLCs that either do business in the state of Colorado or that derive income from sources within the state of Colorado are subject to Colorado and federal tax laws.  If you are engaged in intrastate business and derive income from other states besides Colorado, you must allocate the amount of income derived from the state of Colorado in order to determine your Colorado state taxes.

In order to Form a Foreign LLC in Colorado you'll need the following information about your LLC:

• The name of your new Colorado Foreign LLC along with your second choice of a name in case the name that you want is not available
• Physical address of the Foreign LLC office in Colorado (not a PO Box)
• A description of the nature of the business you are planning to operate with the Colorado Foreign LLC
• When the Colorado Foreign LLC will start and when it will cease to exist (normally the Foreign LLC starts on the date the application is filed and will exist perpetually)

Remember - ALL the information that you provide when you Form a Foreign LLC in Colorado becomes part of the public record.  Our data entry forms include the absolute minimum amount of information that is required in order to Form a new Foreign LLC in Colorado.

Processing times for new Colorado Foreign LLC applications vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of new Colorado Foreign LLC applications takes the state around 1-2 business days.  Add 2-3 days for the time period for shipping the final documents by mail.  Choosing our Express Mail option can shave a couple of days off the total processing time for your new Colorado Foreign LLC.
The Colorado Secretary of State reserves the right to extend expedite periods in time of extreme volume, staff shortage or equipment malfunction.  We are dependent on, and have no control over, the staff and systems of the Colorado Secretary of State.

In our experience 1-2 business days is the time it usually takes the Colorado Secretary of State to process a new Colorado Foreign LLC application. We get your Colorado Foreign LLC application to the CO Secretary of State ASAP. Once it is at the state we have no control over the new Colorado Foreign LLC application process.

The state of Colorado charges $105.00 to Form a Foreign LLC in CO.  That includes the Secretary of State's filing fee and a Certified Copy of your new Colorado Foreign LLC filing.  If you choose All Business Documents to help you Form your Foreign LLC in Colorado our processing fees are $145.00.  This includes:

• Same day processing in of your new Colorado Foreign LLC order
• CO Name Check and Verification
• Prepare Statement of Foreign Entity Authority
• File Formation Documents with the Colorado Secretary of State
• Certified Copies of Formation Documents
• Colorado Foreign LLC Checklist
• Priority Mail Delivery
• Unlimited Customer Support