Having settled on a name for your Colorado LLC, you will need to legally create it by filing Articles of Organization with the Colorado Secretary of State. Here’s how.
Hold on a second, though. First, you’ll need to…
Buy a domain name.
There’s nothing worse than settling on a name for your new Colorado LLC and coming back a few minutes later to find that someone just purchased the domain name. So while you’re on GoDaddy.com or some other domain registrar site, go ahead buy the domain name for your business.
Note: Even though buying a domain name is a business expense, you don’t have a business yet. So, just buy the domain name using your personal name as the owner and paying with your personal credit card. After you have set up your Colorado LLC, opened a business bank account, and obtained a business debit card, then you can come back to your domain registrar and transfer ownership from you, personally, to your new Colorado LLC.
And now it’s time to…
File your Articles of Organization.
Go to the Colorado Secretary of State’s site. It will look like this:
Under “Form a new…” click on “Limited liability company (LLC)”. That will bring up this page:
Enter your new Colorado LLC name, making sure to include “LLC” or one of the other required terms or abbreviations in the name and being careful to spell everything just as you want it. (I have seen several LLCs established with accidentally misspelled names.) Press “Continue”. The next screen should look like this:
This page is actually pretty long, so the screenshot above doesn’t quite cover all of it. But here are the key points:
Enter a street address. The system will (currently) allow you to enter a PO Box here and not a physical address, but I recommend that you enter a physical address. It’s ok if this is just your home address.
Note: The law requires that you enter a “principal office address” but does not clearly state whether that means a physical address or a mailing address. Given this lack of clarity, it makes sense to interpret “principal office address” as a physical address and to include a separate mailing address if you need to.
If you have a different mailing address, enter that.
Enter your Colorado LLC as its own registered agent.
Note: A registered agent is the person or entity designated to receive service of process (documents letting you know the LLC is being sued). In Colorado, an entity can act as its own registered agent. You can use the same address that you entered above.
Enter your name as the true name of the person forming the limited liability company, and enter your mailing address. Again, this address can be the same as what you’ve already entered. If you already own another business entity, you can name that business entity as the true name of the person forming the new Colorado LLC. When I form new LLCs for clients, I enter “Evolvitas Law LLC” in this section as the entity forming the new Colorado LLC.
I always keep the default selection (“No”) next to “The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment.”
Under “The management of the limited liability company is vested in…”, as a general rule I recommend that you select “one or more managers”.
Important Note: If a Colorado LLC is managed by the members (the owners) of the LLC, then — in the absence of an operating agreement stating to the contrary — any member can act on behalf of the LLC. They can take out debts, spend money, enter into contracts, anything. Normally, most LLCs do not want all members to be able to do all of these things. Also, there can be tax consequences to having all members able to act on behalf of the LLC. When we get to a discussion about operating agreements (the agreement that governs the operations of the LLCs — things like voting, payouts, tax elections, etc.) we will talk about how, even if you designate the LLC to be managed by managers, you can still have it managed by the members, if you like. Bottom line: The safest route is to designate that managers — and not members — manage your Colorado LLC.
Next to “This document contains additional information as provided by law…”, as a general rule leave the default selection (“No”).
Note: There are some exceptions to this mysterious little statement, but for most situations, the correct answer is No. The CO SecState uses very similar forms no matter what kind of entity you are starting up, and this section applies most commonly to nonprofit corporations. (Nonprofit corporations have to include a statement about what happens to their assets upon dissolution, and this is where you would include an attachment explaining that.) There are some other situations where you might want to include something here as well (dentists, take note!), but they tend to be unusual. If you have any questions about this, it might be a good time to inquire with legal counsel.
Do not enter anything in the box relating to delayed effectiveness.
Important! Be sure to sign up for email notifications! If you fail to do this, you will not know when your periodic (which almost always means “annual”) report is due, nor will you get other notices from the Colorado SecState’s office. To keep your LLC in good standing, you must file a periodic report every period. This is the easiest bit of governmental compliance out there, but plenty of people fail to do it. The current filing fee for a periodic report is $10.
Under “The true name and mailing address of the individual causing this document to be delivered for filing are…” enter your personal, individual name and your mailing address. Click “Submit” to go to the next page:
On the Transaction preview page, make sure you review the auto-generated pdf for misspellings or errors, then click “Accept”. The following page will look like this:
Go ahead and enter your credit card number. Once you click “Pay Now” your payment will be processed. You will be charged a $50 filing fee.
Congratulations! You now have your very own Colorado LLC! In the next post we’ll talk about some more practical steps you need to take to get your business established.
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This is another installment in our series, How to Start a Colorado LLC. Feel free to contact Evolvitas Law if you have any questions.
Thank you very much!
You’re quite welcome.
Question – I filed for my LLC in February and believe I also entered the information above for filing Articles of Organization. If my bank is requiring that doc, is there a way to print that off after logging into the states website? I seem to having weird issues after logging into the Colorado Secretary of State’s site.
Yes. Go to the CO SecState’s website and enter your LLC’s name. Click on the result that matches your search. Now, near the bottom of the page where is says “You may:” look for “View History and Documents.” Click on that and you will see the entire history of filings for that entity. The first filing should be the Articles of Organization. Click on that, and you will either be able to view the Articles or the document will download in a pdf format (depending on your browser settings). I hope that helps!
Duh. I could be sure I looked there. Thanks so much. I really appreciate your reply and help.
No problem at all. You’re very welcome.
I live in Idaho but want to do business in Colorado. Do I need to form and LLC in both Idaho and Colorado in order toperform work in CO?
The short answer is no. Generally, you don’t need to form two entities in order to conduct business in two states. Most commonly you would form an entity in one state and then file an authorization to do business form with the secretary of state in the other state. You will also need to have a registered agent and a principal place of business in the other state. There are many companies that perform that service for relatively low fees. Evolvitas does this for its business clients who need other services as well.
What if there is going to be more than 2 owners? Do you click yes for the “The limited liability company has one or more additional persons forming the limited liability company and the name and mailing address of each such person are stated in an attachment.” section?
First a disclaimer: This series of posts relates to setting up a single member LLC. Note that if you have multiple members, things get (or can get) much more complex.
As to your question, you may select “yes” if you want to, but there is no reason to. That is, when you’re filing the Articles of Organization for a multi-member LLC, it is perfectly acceptable for only one of the members (or for the manager, attorney, or other representative) to form the company by himself. That does not mean that only that person is a member; it just means only that person filed the paperwork. With very few exceptions, the operating agreement – which can be quite long and complicated and requires an attorney’s assistance in most cases – governs who owns or manages the company, not the Articles of Organization. The operating agreement is a private document agreed to among the members and is not typically filed with the SecState.
When I file Articles of Organization for either a single member LLC or a multi-member LLC, I always include only my firm’s name as the person who is forming the LLC, and I do not list anyone else. This helps to preserve some privacy for my clients and keeps me from having to enter what is, essentially, extraneous information.
This was tremendously helpful article, but I see a specific check mark box that was not addressed in the main article. This being, there is a check box next to the statement, “There is at least one member of the limited liability company.” To me that seems self evident, but what is the purpose behind leaving it blank?
Thanks for your question and for pointing out that I didn’t address it. There is no purpose to leaving it blank, and it must be checked. In fact, I don’t know whether the SecState will allow it to go unchecked. State statute requires you to state that there is at least one member of the LLC, which is the reason this appears on the form and has to be checked. I hope that helps.
Hi Luke,
Thank you for this. I set up my LLC a few weeks ago and received my confirmation for my EIN number from the IRS. Are there other forms I should be receiving as well though? I haven’t received a copy of the Articles of Incorporation or any other documents, should I at this point?
Joanna, thanks for your question. Generally, when you set up your business, you are actively generating most of the forms. For example, when you filed your Articles of Organization a few weeks ago, you were filling out that form and should have received a prompt to download the submitted form after you filed it. If you didn’t download the Articles, you can simply go back to the SecState’s site, search for your company name, view its history, and click on the link next your Articles of Organization.
As far as other forms go, you should have created an operating agreement for your LLC. Also, you may need to have downloaded from the SecState a Certificate of Good Standing in order to get your bank account set up.
However, to your original point, no, after you’ve set up your LLC and filed for your employer identification number, there are no further forms you could expect to receive from a governmental entity, as a general matter. If you are going to have employees, or if your business requires a special license or permit from the state, or if you need to obtain a local business license, sales tax license or other similar documents, then there are other steps you would need to take, and I’d recommend hiring a lawyer to help you. (See avvo.com for several good ones in CO.) Good luck!
Great post – I just filed my first LLC and it was very straightforward with your help – thank you! One thing that has changed however, is that it looks like the fee has gone from $50 to $1! Not sure why, but they only charged me a $1 to file the articles of organization.
I also found the fee schedule on their site and it matches up with my experience – everything is now a dollar!
http://www.sos.state.co.us/pubs/info_center/fees/business.html
Thanks for your help!
I’m glad you found the blog useful, and congratulations on starting your new LLC! Yes, about a month or two ago, the SecState changed most fees to $1, which is just about unheard of for a state filing fee. It’s a testament to Colorado’s efforts at becoming business-friendly that SecState Gessler lowered these fees so much. Just a few years ago the filing fee for Articles of Organization went up from $25 to $50, so you’ll still see references to paying the “$25 filing fee” when submitting your new Articles, even though as of now it’s way down to $1. As with anything, you’ll need to check the SecState’s current fee schedules whenever you’re about to file something to make sure you know what the current rates are. Best of luck with your new venture!
Hi. Are you sure you should be putting Elvolvitas Law LLC as the Entity Forming the LLC instead of the section about causing to be delivered? Seems like the client should be Forming and you, the lawyer, should be delivering. Thanks.
This is something that I went back and forth on early in my practice. Firstly, I do put my individual name in the section about causing the document to be delivered — I cannot enter an entity name there. Secondly, though, it is not clear to me what is meant in the statutes by the “person forming” the LLC. I am not aware of any regulation, statute, or case that explains that term, and I figured it works to my clients’ advantage from a privacy standpoint to say that my firm is forming the LLC. It’s also literally true.
If you know of guidance on this, I’d be happy to see it. Thanks much!
I followed your instructions and it worked perfectly. So I got a domain name and then filed with the State of Colorado. Am I now considered a legitimate LLC or do I have more steps that I need to take? Thank you so much
Thanks for your feedback. If you have properly filed your Articles of Organization with the Colorado Secretary of State, then, yes, your new company is up and running. Whether you need to take any more steps with your business is very situation-dependent. For example, some businesses (mainly professional occupations, like dentist and doctors, but also physical therapists and others) require specific provisions in your operating agreement. The operating agreement is the document that you may want to create that would govern the ownership arrangement of your business. Even if you’re that only owner, sometimes an operating agreement is required. Most businesses, though, do not need any such special provisions. You may also need to consider obtaining an EIN (Federal Employer Identification Number) and opening up a bank account in the name of your business. (See other blog post on this site for instructions.)
After that, execute on your plans and make your millions!
Greetings! This was very helpful. Would you be so kind to give me a free consultation on how your company can benefit mine? I need to secure legal services. Thanks!
Thank you so much for your inquiry. Unfortunately, Evolvitas is not taking new clients at this time.
I discovered your blog today! Great information. I formed my LLC last year, but found your information on Operating Agreement very useful, thank you!
My question: Can you recommend an attorney here in Pagosa Springs, or Durango?
To bad you are not taking new clients, you appear straight forward and explain things in terms that are understandable and to follow.
Thank you for doing this.
Andra
Thanks for your kind note. Unfortunately, I don’t have any contacts in Pagosa or Durango for you. Best of luck, though!
Hi Luke, This all looks very helpful. I have a related question. I’m changing banks and the new bank is requesting that I “renew the Articles of Organization.” I am trying to figure out how to do this and WHAT attachment is REQUIRED? if any?
Thanks for the question. There is no such thing as “renewing the Articles of Organization.” However, my best guess is that they want you to file your periodic report, which for LLCs must be done annually. The process to do this is very simple: Just visit the CO SecState’s site (http://www.sos.state.co.us/), search for your business entity, and click on File a Document. It’s pretty self-explanatory from there. I hope that helps!
Thanks so much. I have filed the periodic report. No wonder I couldn’t figure out what to do! I do appreciate your input.