Do I need a lawyer to Incorporate in Colorado? |
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The short answer is no.
The state of Colorado does not legally require a lawyer to form a
Colorado Corporation.
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The short answer is no.
The state of Colorado does not legally require a lawyer to form a
Colorado Corporation.
Our detailed Incorporation Information page may help you understand some
of the implications of forming a Colorado Corporation.
However, if there is anything about Incorporating 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 Incorporate in Colorado.
Once you have made the decision to Incorporate 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 Corporation.
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Do I have to Reserve a Company Name before I Incorporate in Colorado?
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You are not legally required to reserve a Company Name for a new Colorado Corporation before you submit your application to Incorporate in
Colorado.
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You are not legally required to reserve a Company Name for a new Colorado Corporation before you submit your application to Incorporate in
Colorado.
Whether or not you need to reserve a company name for your new Colorado Corporation depends entirely on your business situation.
The Colorado Secretary of State uses 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 Company Name.
Click here for more information on
Colorado Company Name Reservation
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What if the Colorado Corporation Name I want is already taken?
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If the Name you have chosen for your new Colorado Corporation is already in use by a currently active
Colorado Corporation or LLC, and you still want to use that Corporation Name, 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 Corporation is available before we submit
your Incorporation 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.
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What do I have to do to Incorporate in Colorado?
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8 things you have to do in order to Incorporate in Colorado.
1. Choose a name for your Colorado Corporation
2. Select an official address and a Registered Agent for your Colorado Corporation
3. Choose a Board of Directors for your Colorado Corporation
4. Decide who will be Officers for your Colorado Corporation
5. Determine how you want your Colorado Corporation to be taxed
6. File Articles of Incorporation with the Colorado Secretary of State
7. Get a Federal Employer Identification Number (FEIN)
8. Issue Stock Certificates to the Initial Shareholders
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1. Choose a name for your Colorado Corporation
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Your Colorado 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 Corporation name that you choose must be distinguishable from the name of any other registered Colorado 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 Corporation name must not imply that it was formed for a purpose other than that stated in your
Articles of Incorporation;
and your Colorado Corporation name must not be a name that is likely to mislead the public.
The name of a Colorado 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 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).
We will:
- Check to make sure that your Colorado Corporation name is available
- Make sure your Colorado Corporation name conforms to state of Colorado regulations
- Reserve your Colorado Corporation name with the Colorado Secretary of State
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2. Select an official address and a Registered Agent for your Colorado Corporation
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Every Colorado 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 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.
- We can act as the official Registered Agent for your Colorado Corporation.
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3. Choose a Board of Directors for your Colorado Corporation
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All Colorado Corporations are required to have a Board of Directors.
Directors are the people who will set policies for your Colorado 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 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 Corporation unless the Articles of Incorporation
or Bylaws require it.
Normally Directors for your Colorado 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.
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4. Decide who will be Officers for your Colorado Corporation
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The Board of Directors elects Officers for your Colorado Corporation in accordance with the Corporate Bylaws and Articles of Incorporation.
Officers serve at the pleasure of the Board of Directors of the Colorado Corporation.
Officers handle the day to day operation of the Colorado Corporation.
Unless specifically prohibited by the Corporate Bylaws or Articles of Incorporation, in a Colorado 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 Corporation.
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5. Determine how you want your Colorado Corporation to be taxed
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The Colorado Corporate Income Tax Rate is 4.63%.
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.
Click here for more Colorado Corporate Tax Information .
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- If you choose to be taxed as an S Corporation, we can prepare the S Corporation election form for your Colorado Corporation and include it with
your Incorporation documents.
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6. File Articles of Incorporation with the Colorado Secretary of State
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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 Corporation but you will have to pay a fee to the state of
Colorado in order to make the changes official.
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7. Get a Federal Employer Identification Number (FEIN)
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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 Corporation.
All Colorado Corporations are required to have an FEIN.
- We can obtain an FEIN for your Colorado Corporation.
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8. Issue Stock Certificates to the Initial Shareholders
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Corporate stock is evidence of ownership of a Colorado Corporation.
When you form your Colorado 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 Corporations hold 100% of the shares.
Stockholders in a Colorado Corporation are entitled to voting rights or dividends of the Corporate profits or both.
Whoever owns over 50% of the stock of the Colorado Corporation is able to make all Corporate business decisions.
Colorado Corporations usually hold at least 51% of the corporate stock in order to retain control of the Colorado Corporation.
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What do I have to do after I form my Colorado Corporation? |
6 things you have to do after you Incorporate in Colorado.
1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
2. Open a Business Bank Account in Colorado for your CO Corporation
3. Obtain Business Licenses from the cities and counties in which you plan to do business
4. Hold Meetings of Shareholders and Directors of each year.
5. File the required Colorado Corporation reports
6. Keep proper records of your Colorado Corporation on file
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1. Conduct an initial Meeting of the Board of Directors and adopt Corporate Bylaws
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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 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 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 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 Corporation's Articles of Incorporation.
A copy of the Corporate Bylaws should be maintained at the Corporation's principal Colorado office.
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2. Open a Business Bank Account in Colorado
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It's very important that you have a separate business bank account for your Colorado 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.
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3. Obtain Business Licenses from the cities and counties in which you plan to do business
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- We can research and prepare the necessary forms for your required business licenses and permits and include
them in your Colorado Incorporation package.
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Note that forming a Colorado Corporation doesn't take the place of obtaining a business license, tax
registration certificate, or other required business permits.
A Colorado 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 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 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 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 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.
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4. Hold Meetings of Shareholders and Directors of each year.
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Every Colorado 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 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 Corporation a lot of potential trouble.
- We can transcribe the minutes of any meeting of your Colorado Corporation into a form that complies with all
state of Colorado requirements.
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5. File the required Colorado Corporation reports
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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.. |
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We can fill out and file any Periodic Report with the Colorado Secretary of State after your Colorado Business gets going.
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6. Keep proper records of your Colorado Corporation on file
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Keep the following records on file and available at the principal business office of your Colorado Corporation:
- Names and addresses of all Directors and Officers of the Colorado Corporation
- Articles of Incorporation for the Colorado Corporation and any Amendments to them
- Corporate Bylaws for the Colorado Corporation and any Amendments to them
- List of current shareholders of the Colorado Corporation.
If shareholders change, keep a record of old shareholders and how stock was transferred.
- Minutes of all Meetings of Shareholders and Directors
- Copies of any Corporate Resolutions which have been adopted by the Colorado Corporation
- Copies of all tax returns and Annual Reports for the Colorado Corporation for the last 3 years
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What information do I need in order to Incorporate in Colorado? |
In order to Incorporate in Colorado you'll need certain specific information about your new Company
including the Corporation name and address; and Registered Agent information.
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In order to Incorporate in Colorado you'll need the following information about your new Company:
- The name of your new Colorado Corporation along with your second choice of a name in case the name that you want is not available
- Physical addess of the Corporation office in Colorado (not a PO Box)
- Name and address of your Colorado Registered Agent (not a PO Box)
- A description of the nature of the business you are planning to operate with the Colorado Corporation
- Names and addresses of the initial Directors of the Colorado Corporation
- The number of shares of stock that the Colorado Corporation will be authorized to issue
Remember - ALL the information that you provide when you Incorporate 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 Corporation in Colorado.
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How long does it take to Incorporate in Colorado? |
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Processing times for new Colorado Corporation applications vary depending on the work load of the
Secretary of State's staff.
We've found that normal processing of new Colorado Articles of Incorporation 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 Colorado LLC.
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PLEASE NOTE: WE CANNOT GUARANTEE COLORADO SECRETARY OF STATE PROCESSING TIMES.
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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 Corporation application.
We get your Colorado Corporation application to the CO Secretary of State ASAP.
Once it is at the state we have no control over the new Colorado Corporation application process.
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Are there any Expedited Processing Options for new CO Corporation Filings?
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| The Colorado Secretary of State does not offer expedited processing for new Colorado Corporation filings. |
How much does it cost to Incorporate in Colorado? |
The state of Colorado charges $55.00 to Incorporate in CO.
This is the cost of filing and getting a Certified Copy of your Articles of Incorporation from the CO Secretary of State.
If you choose All Business Documemnts to help you Incorporate in Colorado our processing fees are $125.00.
We start processing your new Colorado Corporation order as soon as we get it.
Total cost includes:
- CO Name Check and Reservation
- Prepare Articles of Incorporation
- File Articles of Incorporation with the Colorado Secretary of State
- Certified Copies of Articles
- Colorado Corporation Checklist
- Priority Mail Delivery
- Unlimited Customer Support
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What is a Colorado Professional Corporation? |
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Colorado then you will
most likely need to form a Colorado Professional Corporation.
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Generally, if you are required to obtain some kind of license before you can market your skills in the state of Colorado then you will
most likely need to form a Colorado Professional Corporation.
Attorneys, architects, engineers, public accountants, nurses and physicians, among others, may require registration as a Professional
Corporation with the Colorado Secretary of State.
Depending on exactly what it is that you want to do in Colorado, approval from a specific Colorado state agency or board may be required before the CO Secretary of State will approve a new
Colorado Professional Corporation filing.
This could add to the total processing time for a new Colorado Corporation.
Click here for more information on a
Colorado Professional Corporation.
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Colorado Foreign Corporation Qualification |
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You want to do business in the state of Colorado but are registered as a Domestic Corporation in another state.
In order to legally conduct business in the state of Colorado you must register with the Colorado Secretary of State as
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You want to do business in the state of Colorado but are registered as a Domestic Corporation 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 Colorado Foreign Corporation.
The process of registering as a Foreign Corporation in the state of Colorado is called Colorado Corporation Foreign Qualification.
The process of Colorado Corporation Foreign Qualification is similar to the process of forming a Domestic Corporation in the state of Colorado.
Your original formation documents (usually called Articles of Incorporation) and Corporate Bylaws apply to your Colorado Foreign Corporation.
The Board of Directors and Officers of your Domestic Corporation have the same roles in the Colorado Foreign Corporation.
Click here for specific requirements for
Colorado Corporation Foreign Qualification.
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