Your Colorado Professional Corporation 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 Professional Corporation name that you choose must be distinguishable from the name of any other registered Colorado Professional Corporation or other business entity and the name must also be different from any reserved names on record with the state of Colorado.  Your Colorado Professional Corporation name must not imply that it was formed for a purpose other than that stated in your Articles of Incorporation; and your Colorado Professional Corporation name must not be a name that is likely to mislead the public.

The name of a Colorado Professional Corporation must include the word "Corporation" or "Incorporated" or an abbreviation of one of these words.

It's important to choose a good name for your Colorado Professional Corporation because if you want to change it after you incorporate you will have to file amended Articles of Incorporation with the Colorado Secretary of State (and pay a fee).

Every Colorado Professional Corporation must have an address that is physically located in the state of Colorado.  This address is "registered" with the Colorado Secretary of State.  The Registered Address is where official and legal correspondence can be delivered.

The individual or company that is registered with the state of Colorado to receive all correspondence on behalf of the Colorado Corporation is called a "Registered Agent".  You may act as your own Registered Agent, however, many Colorado Professional Corporations hire a Registered Agent because they don't have a physical address within the state of Colorado or to provide a distinct level of privacy.

All Colorado Professional Corporations are required to have a Board of Directors.  Directors are the people who will set policies for your Colorado Professional Corporation and manage the business and its resources.  In the majority of small corporations directors are the owners. The Articles of Incorporation or Corporate Bylaws may define specific qualifications for Directors. 

The Board of Directors is responsible for creating rules, approving budgets and distributing profits to shareholders. One of the most important duties of the Board of Directors is electing Officers for your Colorado Professional Corporation.  The same person may be a Director and an Officer at the same time.  Directors need not be residents of the state of Colorado or shareholders of the Colorado Professional Corporation unless the Articles of Incorporation or Bylaws require it.

Normally Directors for your Colorado Professional Corporation are elected for a term of one year.  Elections are held at the annual meeting of Shareholders.  The Directors serve until the next annual Shareholders meeting.

The Board of Directors elects Officers for your Colorado Professional Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.  Officers serve at the pleasure of the Board of Directors of the Colorado Professional Corporation.  Officers handle the day to day operation of the Colorado Professional Corporation.

Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Colorado Professional Corporation the same person may hold more than one Corporate Office at the same time.  However, there are certain legal affairs in which the same person cannot act in more than one capacity.

One Officer - usually the Secretary - is given responsibility for preparing Minutes of Directors and Shareholders meetings and for authenticating records for the Colorado Professional Corporation.

The Colorado Corporate Income Tax Rate is %.  You may form an S Corporation in Colorado.  S Corporations may "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.

In order to form a Corporation in Colorado you must file Articles of Incorporation with the Colorado Secretary of State.  The Articles of Incorporation must include certain specific information about your Colorado business. If the Articles do not conform exactly to state of Colorado requirements they will be rejected.  You may subsequently amend the Articles of Incorporation for your Colorado Professional Corporation but you will have to pay a fee to the state of Colorado in order to make the changes official.

A Federal Employer Identification Number, also known as a Federal Tax Identification Number, is used by the IRS to identify a business entity.  An FEIN is like a Social Security Number for your Colorado Professional Corporation.  All Colorado Professional Corporations are required to have an FEIN.

Corporate stock is evidence of ownership of a Colorado Professional Corporation.  When you form your Colorado Professional Corporation, you will need to determine what type of stock and the number of shares of each type that you want to authorize.  You do not have to sell the number of shares that are authorized.  Many small Colorado Professional Corporations hold 100% of the shares.

Stockholders in a Colorado Professional Corporation are entitled to voting rights or dividends of the Corporate profits or both.  Whoever owns over 50% of the stock of the Colorado Professional Corporation is able to make all Corporate business decisions.  Colorado Professional Corporations usually hold at least 51% of the corporate stock in order to retain control of the Colorado Professional Corporation.

The Board of Directors holds an initial meeting to elect Officers, authorize issuance of stock and adopt the Corporate Bylaws.  Bylaws are the internal rules of your Colorado Professional Corporation.  They are adopted by the Board of Directors and vary widely from Corporation to Corporation.  Commonly bylaws include the number of seats on the board of directors; how Directors are elected; how meetings of Directors and Shareholders are to be conducted; what Officers the Colorado Professional Corporation will have and a description of each of their duties. 

As your company grows over time, you may amend your bylaws as necessary.  Bylaws generally cannot be amended by the Board of Directors unilaterally.  A vote by the majority of Stockholders of the Colorado Professional Corporation is usually required to amend the Corporate Bylaws.  Bylaws may include any rules for managing the business and conducting corporate affairs.  Almost anything may be written into the Bylaws, however, the Bylaws must not be in violation of any federal or Colorado law or the Colorado Professional Corporation's Articles of Incorporation.  A copy of the Corporate Bylaws should be maintained at the Corporation's principal Colorado office.

It's very important that you have a separate business bank account for your Colorado Professional Corporation.  Mixing personal and business funds can get you in a lot of trouble with the tax man down the line.  It's a good idea to contact the bank before you open a business bank account.  Specific requirements vary from bank to bank.

Note that forming a Colorado Professional Corporation doesn't take the place of obtaining a business license, tax registration certificate, or other required business permits.  A Colorado Professional Corporation 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 Professional Corporation you may need to get one or more city business licenses or permits.  The business licenses or permits that are required for your Colorado Professional Corporation 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 Professional Corporation 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 Professional Corporation 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.

Every Colorado Professional Corporation must hold corporate and shareholder meetings, at least annually, and must keep minutes of each meeting on file.  A copy of the minutes is evidence that the meetings took place and includes all resolutions that were adopted.  The minutes of each meetings must be open for inspection by any Shareholder or Director.  This meeting requirement is often overlooked and comes into play when the Colorado Professional Corporation is challenged for any reason.  Keeping proper meeting minutes and documenting resolutions made and approved by the Directors is a formality that could save your Colorado Professional Corporation a lot of potential trouble.

Every Colorado Corporation is required to submit a Periodic Report EACH year to the Colorado Secretary of State.

The Colorado Corporation Periodic Report is due during the three-month period beginning with the first day of the anniversary month of the Colorado Corporation formation. The CO Secretary of State refers to the month in which the Colorado Corporation originally formed as the Periodic Report Month.

For example, if a CO Corporation was formed on April 15, the Colorado Corporation Periodic Report would be due at the CO Secretary of State EACH subsequent year between April 1 and June 30. A Colorado Corporation Periodic Report can be filed up to two months early.

If a Colorado Corporation Periodic Report is not filed with the CO Secretary of State on or before the due date, the Colorado Corporation's status will become Noncompliant. After the due date, when the CO Corporation becomes Noncompliant, the Colorado Corporation will have an additional two months to file a late Periodic Report with the Colorado Secretary of State. A late fee will be imposed on the Colorado Corporation.

If the CO Corporation Periodic Report is not filed within two months after becoming Noncompliant, the Colorado Corporation's status will become Delinquent. If a CO Corporations's status becomes Delinquent then reinstatement documents must be filed with the Colorado Secretary of State if the CO Corporation wants to continue to conduct business in the state of Colorado..