The LLC’s business name must be different from all other business entity names registered or reserved with the Colorado Secretary of State. This applies to entities formed in Colorado, as well as those originally formed elsewhere but authorized to conduct business in the Centennial State. The name of a LLC must end with "Limited Liability Company" or the abbreviation "LLC." The word "Limited" may be abbreviated as "Ltd." and "Company" may be abbreviated as "Co."
State Incorporation Timelines
The filing time for Colorado LLCs is 7 business days, and the expedited filing time is 1 business day.
State Incorporation Filing Fees
The fee for filing the articles of organization is $50, and can be expedited for an additional $50.
Articles of Organization and Operating Agreement
The articles of organization must be submitted to the Corporate Division of the Colorado Secretary of State. The articles of organization must include:
- The LLC’s name.
- The LLC’s principal place of business.
- The name and business address of the LLC’s registered agent. Every Colorado LLC must have a registered agent in the state who is designated to receive official state administrative and legal correspondence. A registered agent for an LLC can be an individual Colorado resident at least 18 years old, or a business entity having a usual place of business at a Colorado address. Only one person or business entity may be appointed as the LLC’s agent. If you need a registered agent in Colorado, we provide that service.
- Whether the LLC will be manager- or member-managed.
- The names and addresses of the managers or initial members.
- It may also include other provisions that the members choose to set forth (as long as they are consistent with state law), even ones that are also included in the operating agreement.
The LLC is considered “organized” once an original and a copy of the articles of organization are received and approved by the state. One certified copy of the articles of organization will be kept by the state, and the other certified copy will be returned to the organizer or members.
The organizer may be an individual of legal age, corporation, governmental subdivision or agency, business trust, estate, trust, LLC, partnership, association, or other legal entity, and is not required to be a member of the LLC. There must be at least one organizer.
The operating agreement is a critical internal document that officially documents how the LLC will run. It should list:
The members (see below for how membership works in a Colorado LLC).
- How much each member has invested.
- How profits will be divided.
- How much weight each member has when matters come to a vote.
It may also specify meeting requirements (notice, quorum, voting rules, etc.) and so on, but it is not required to. Normally, however, the operating agreement does include state-mandated requirements. It can contain restrictions or prohibitions on the power of the members to adopt, amend, or repeal an operating agreement. If there is more than one member, the operating agreement has to initially be approved by all the members in writing.
An LLC in Colorado must have at least one member. Each member must be a natural person or a recognized business entity. A member may acquire an interest in the LLC when it is formed, or in a way set forth in the operating agreement, or when the person’s admission is documented in the Colorado LLC’s records.
To become a member, an individual normally needs to make a contribution, pay cash, or transfer property to the LLC, or assume an obligation to do so. However, a person may be admitted as an LLC member without acquiring a membership interest if there is such a provision in the articles of organization or operating agreement, or if all members agree and the new member’s admission is documented in the company records.
A member can only resign from the LLC as set forth in the articles of organization or operating agreement. These documents also usually specify a minimum period of time a member can be a member before being allowed to resign. LLCs have the option of pursuing remedies for damages suffered by the LLC resulting from a member’s resignation that violates the terms in the operating agreement.
LLCs must list the name and address of a registered agent with a physical address (no post office boxes) in Colorado. The registered agent must be available during normal business hours to accept important legal and tax documents for the business.
Ongoing Filing and Compliance
Colorado LLCs must file an annual report to the Colorado Secretary of State that lists the registered agent’s name and address, as well as the address of the LLC’s principal office.
An LLC is dissolved when any one of the following events occurs:
- Event(s) specified as requiring dissolution in the articles of organization or operating agreement.
- Unanimous agreement by all the members to dissolve the LLC.
- Event that makes it illegal for the LLC to continue.
- Court issue ordering dissolution.
An LLC offers some tax advantages over a corporation, including the availability of more deductions. Additionally, an LLC is not required to be a separate tax entity like a corporation. Instead, it can be considered a “pass-through entity” allowing LLC owners to report business losses or profits on their personal tax returns each year, in the same manner as a partnership.
The tax rate for Colorado LLCs varies, based on Colorado taxable net income.