Register a Colorado Foreign LLC
A Colorado Foreign LLC is a limited liability company that was formed in another state or jurisdiction but does business in Colorado. To register a foreign LLC in Colorado, you'll need to submit a Statement of Foreign Entity Authority to Colorado's Secretary of State and pay the $100 state filing fee. An LLC must register as a foreign LLC whenever it engages in business outside of its state of formation. Colorado statutes offer a list of what it counts as engaging in business, including activities like maintaining an office, investing capital, and conducting regular business operations.
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How To Register a Foreign LLC in Colorado
The process to register a foreign LLC in Colorado is called foreign qualification. In order to foreign qualify your LLC in Colorado, you’ll need to submit a Statement of Foreign Entity Authority with the Colorado Secretary of State. It can only be filed online. Here’s how to foreign register your LLC in Colorado.
1. Appoint a Colorado Registered Agent
Every LLC that does business in Colorado needs a Colorado Registered Agent. Your registered agent must have a physical address in Colorado where they can accept service of process in person on behalf of your business.
Can I be the registered agent for my Colorado LLC?
If you actually live and have a street address in Colorado, then yes, you can be your own registered agent. You can also appoint a friend, relative, or an employee who lives in Colorado. However, many business owners prefer to hire a professional Registered Agent Service.
Why hire a Colorado registered agent service?
A professional agent will not only allow you to focus on your business, they’ll also help you live privately by letting you use their address on your registration documents.
2. Complete the Statement of Foreign Entity Authority
You’ll need to file your Statement of Foreign Entity Authority online, as Colorado doesn’t accept filings by mail. The application requests the following information:
- Entity Number. This is a number assigned to your LLC by the CO Secretary of State—since you’re not registered yet, you don’t have one, so you can leave this blank.
- Entity name. This must be unique in Colorado. If your LLC’s original name is taken, you can add a different name here. This will be your assumed entity name.
- True name. This is your LLC’s legal name in your home state.
- Entity type.
- The state or jurisdiction where your LLC was originally formed.
- Principal office address.
- Mailing address (if different from principal office address).
- Date business started or will start in Colorado. You can skip this if you want your LLC to start immediately.
- Registered agent name and address.
- Name and address of the person submitting the form. This doesn’t have to be someone within your LLC.
Ready to get started? Hire Northwest to register your foreign LLC in Colorado today!
How much does it cost to file the Statement of Foreign Entity Authority in Colorado?
It costs $100 to file the state form online. You can use a credit or debit card. Using a prepaid account is also possible, but only if your business files frequently with the Colorado Secretary of State. You also must apply for a prepaid account with a paper application.
How do I file the Statement of Foreign Entity Authority?
There’s only one way to submit your Statement of a Foreign Entity Authority to Colorado’s Secretary of State: online.
Do foreign LLCs in Colorado need to file Articles of Organization?
Nope. Formation documents are only filed in the home state or jurisdiction of the LLC.
Do I need to submit a Certificate of Good Standing?
No. Colorado does not require a Certificate of Good Standing from your home state.
3. How will Colorado confirm my registration?
If everything is in order, Colorado will confirm your LLC’s foreign registration immediately. Later on, you can also confirm your foreign LLC’s status through Colorado’s business database search. But your LLC will not receive a paper copy of a certificate of authority.
How long does it take for Colorado to process the Statement of Foreign Entity Authority?
Filings are processed by the state immediately.
Colorado Foreign LLC Registration FAQ
How do I amend a foreign LLC in Colorado?
You’ll need to visit the Colorado Secretary of State’s foreign entity forms to search for your records and then fill out the appropriate Statement of Change. The exact name of the form depends on what you’re looking to change. For instance, if you want to switch jurisdictions, file a Statement of Change Changing the Jurisdiction. The cost of an amendment is $10.
What constitutes doing business in Colorado?
Colorado’s state statutes, specifically C.R.S. 7-90-801, provide a long list of what is not considered transacting business. However, the statutes’ annotations do include a short list of activities that have been determined by the courts to be considered doing business. Those activities are:
- maintaining an office
- having capital invested
- carrying on a regular business (not a one-time transaction)
Overall, if your LLC makes any business moves, like hiring employees, biding on contracts, opening a storefront, or applying for a professional or business license in the state, you’re going to have to register your LLC as a Colorado Foreign LLC.
Do I have to file an annual report for my Colorado foreign LLC?
Yes. Your Colorado Annual Report is due during the anniversary month in which the LLC was filed. So if you filed your LLC on August 3rd, your annual report would be due by August 31st the following year.
How are foreign LLCs taxed in Colorado?
Colorado LLCs are (by default) taxed as a “pass-through” entities. This means that the profits (and losses) of the business pass through to each LLC member. Any profits are then reported on the tax returns of the individual members. Each LLC member will also be liable for self-employment taxes of 15.3% (12.4% for social security and 2.9% for Medicare). Some LLCs elect to be taxed as an S-corp or C-corp.
For more information on Colorado taxes, check out our Colorado tax guide.
How can I withdraw my foreign LLC in Colorado?
To withdraw your foreign LLC in Colorado, file a Statement of Foreign Entity Withdrawal. This costs $10. The process includes deciding if you want to maintain a registered agent in the state. It’s not necessary once the foreign LLC no longer exists, but you can keep the registered agent around if you’d like.