Colorado Business Law FAQs
As a current or new Colorado business, there are some basic points that you must know about the law. Legal issues lurk in the horizon and you must be aware of the pitfalls that await you. The following FAQ’s are derived from the Colorado secretary of state.
From the Colorado Secretary of State
What is an Annual report? Why do I have to file one?
Reporting entities are required by law to submit an Annual Report each year with the Secretary of State. For more information, see § 7-90-501, C.R.S. A reporting entity is able to update the current name and address of its registered agent and its principal office address by submitting an Annual Report. Submitting the Annual Report also maintains the Good Standing of the entity with the Secretary of State.
How do I find out if I need to file an Annual Report?
To determine whether an entity is required to submit an Annual Report, select “Search business database” in the Business Center of the Secretary of State Web site. You can choose to search by entity name or ID number for the entity’s record. The entity’s Summary page will display the Annual Report Month. If the entity is a reporting entity and an Annual Report is due, “File Annual Report” will be an available transaction under the “File a Document” option. An Annual Report may be filed online two months prior to the Annual Report Month listed on the Summary page for the reporting entity.
Annual Reports can be filed online for a reduced fee. Reports filed online are “real time,” avoiding any delays and extra expense caused by mailing and/or processing.
What is the difference between a Limited Liability Partnership and a Limited Liability Limited Partnership?
In 1995, new legislation allowed general partnerships to register with the Secretary of State as limited liability partnerships. By statute, the partnership becomes a reporting entity and is subject to annual reporting requirements after the general partnership registers with the Secretary of State as a limited liability partnership. A limited partnership on record with the Secretary of State may register as a limited liability limited partnership. A limited liability limited partnership is required to file an annual report.
What is a foreign business entity?
A foreign business entity is an entity formed under a statute or common law in a jurisdiction other than Colorado, for example, another state or country. Foreign entities are recognized under the law of Colorado after the foreign entity files a Statement of Foreign Entity Authority.
How does a foreign entity file in Colorado if the entity’s name in its home state is not available in Colorado?
If a foreign entity’s true name (its name in its home jurisdiction) is not available in Colorado, the foreign entity will be required to select an assumed entity name for use in Colorado. The assumed name will be the entity name used to transact business in Colorado
What is a registered agent? Can anyone be a registered agent?
Most entities in the records of the Secretary of State must maintain a registered agent. The registered agent is the individual or business responsible for accepting service of process for an entity. They also accept mailings from the Secretary of State, such as the Annual Report notification. Such person should then forward the documents to the entity.
Restrictions are placed on who can be appointed as a registered agent. Any domestic entity whose usual place of business is in Colorado can be appointed as a registered agent; foreign entities must have both the authority to transact business in Colorado and a usual place of business in Colorado in order to be appointed as a registered agent. For an individual to be appointed as a registered agent, he or she must be at least 18 years of age and have his or her primary residence in Colorado. Additionally, either the individual or business appointed as registered agent must consent to the appointment. As of July 1, 2004, an entity may serve as its own agent. The Secretary of State cannot be appointed as a registered agent for service of process. You may appoint only one individual or business entity to act as a registered agent for your entity. For more information, see § 7-90-102 (55), (56) and (56.5), C.R.S. and § 7-90-701.
If you are a new or exisiting Colorado buiness that needs legal guidance from experienced lawyers, Contact the Denver attorneys at Watson & Associates, LLC. Call Toll Free 1-866-601-5518.