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How to withdraw a foreign Colorado LLC or corporation business with the Department of State

We’re Just Not Annoying®

Colorado Department Of State Certificate Of Authority Cancellation Requirements And Instructions

How to withdraw your foreign Colorado Limited Liability Company or Colorado Corporation Certificate of Authority:

Limited Liability Company authorized to do business in Colorado:
To withdraw your foreign LLC in Colorado, you must complete and submit the Statement of Foreign Entity Withdrawal form online with the Colorado Secretary of State. You follow the link furnished below to do a record search of your company. You enter your business name and view your information, then click “Confirm” to verify that you are authorized to affect the record. You will see a list of available documents. Click on Withdraw Foreign Entity Authority.

Corporation authorized to do business in Colorado:

To withdraw or cancel your foreign Corporation in Colorado, you must complete Statement of Foreign Entity Withdrawal form using the Colorado Secretary of State’s Website. The link is found below to direct you to a record search of your company. You enter your business name and view your information, then click “Confirm” to verify that you are authorized to affect the record. You will see a list of available documents. Click on Withdraw Foreign Entity Authority. The process is identical for corporations and limited liability companies.

How much does it cost to cancel your out of state registration with Colorado?

To withdraw your foreign limited liability company in Colorado, there is a $125 online fee required.

Colorado registered agent resignation may also be necessary.

Do you need a Colorado Department of Revenue clearance first?

No. The Colorado Secretary of State doesn’t get involved with tax issues.

How long does it take the state to process the withdrawal filing?

Your withdrawal will be processed immediately.

What agency do you need to file the withdrawal with?

Colorado Secretary of State
1700 Broadway, STE 200
Denver, CO 80290
Phone:  (303) 894-2200 & press 2
Fax:  (303) 869-4864
Email:  business@sos.state.co.us

What happens if you don’t file a cancellation and just let your annual report filings go unfiled?

If you do not file your Periodic Report by its due date, your foreign business will have its status changed to “Noncompliant.” If you have not filed your Periodic Report and paid the late filing penalty, totaling $50, in 60 days, you will have your status changed to “Delinquent.” Delinquent replaced the term “Revocation of Authority” in 2005. Now you will need to file a Statement Curing Delinquency, and pay $100 online fee to have your status returned to “Good Standing.” The delinquency status will remain indefinitely but your business name will be up for grabs 400 days from your delinquency. Since 2005, Colorado has allowed a business to remain classified as “Delinquent” forever if all cures and filings are ignored.

What are more details regarding Colorado’s Periodic Reports for businesses?

Every year during the yearly quarter of a business’s registration date in Colorado, it is required to file a Periodic Report with the Secretary of State so that its business information can be updated. So if a business is formed in January, the last day for filing will be March 31. You will receive an email reminding you that your Periodic Report period has begun at the start of the quarter. It must be filed online and there is a $10 processing fee. Once the due date has passed your status is changed to “Noncompliant” and there is a $40 late filing penalty. If a Periodic Report, with fee and penalty, has not been filed 60 days from the due date, the company’s status is changed to “Delinquent.” During the 60 days, all the business has to do is file the report and pay the fees and the “Noncompliant” status will be returned to “Good Standing.” After the “Delinquent” status has been applied to a business, a Statement Curing Delinquency must be filed online with a $100 processing fee. This Delinquent status will remain indefinitely and the only other ways to have your status changed is the online filing of either Articles of Dissolution or Statement of Foreign Entity Withdrawal.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

The delinquency of an entity does not affect the existence of an entity or the authority of its registered agent. Colorado no longer revokes authority of a delinquent business. The Colorado Secretary of State would wish that a delinquent company does not conduct business, but it has no means to investigate or enforce that.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

A Statement Curing Delinquency includes a $100 online fee. Go to the link below to become a business returned to “Good Standing.”

http://www.sos.state.co.us/biz/FileDocSearchCriteria.do

Corporate Compliance
by Local Corporate Guides®