How to Incorporate in Colorado
If you’re looking to incorporate in Colorado, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.
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Choose a corporate structure
Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in Colorado".
Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in Colorado".
C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).
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Check Name Availability
The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.
Name Search: Colorado Secretary of State Name Reservation: Optional Suffix Requirements: "(a) The entity name of a corporation shall contain the term or abbreviation "corporation", "incorporated", "company", "limited", "corp.", "inc.", "co.", or "ltd."
CRS §7-90-601 -
Appoint a Registered Agent
Identify the corporation’s Colorado registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.
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File Colorado Articles of Incorporation
File the articles of incorporation to create your corporation.
Agency: Colorado Secretary of State Form: Instructions: Instructions: Articles of Incorporation for a Profit Corporation
Filing Method: Agency Fee: $50
Turnaround: Immediately
Law: Colorado Revised Statutes - Title 7: Corporations and Associations
Notes: - Immediately after formation you can setup Secure Business Filing on your record so that no one else can make changes to it. Click “setup secure business filing” on the transaction confirmation page.
- Even though the articles of incorporation are filed electronically, you should download a copy for secure storage in your company records and for use during the course of business (e.g. for setting up a business bank account).
Fact Checked: 6/16/17 -
Establish Bylaws & Corporate Records
Your corporation must keep correct and complete books and records.
A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors.
C.R.S. 7-116-101Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.
Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.
Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting. -
Appoint Initial Directors
The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.
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Hold Organizational Meeting
Hold the first meeting of the board of directors and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Directors Officers - Number: At least one is required.
- Qualifications: Individual, eighteen years of age or older.
- Quorum: Majority of directors, unless the bylaws fix a greater number, but no less.
- As stated in the bylaws. Must be eighteen years of age or older. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
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Issue Stock Certificates
The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.
The following state laws apply unless overridden by the organizational documents, where permissible.
Shareholders Annual Shareholder Meeting - Qualifications: N/A
- Stock Certificate: Optional, but shareholder must receive a writing with the same information.
- Voting Trusts Allowed: Yes.
- Required: Yes.
- Action by written consent: Allowed if consent is unanimous among all entitled to vote on the action.
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Get a Federal Employer Identification Number (EIN)
Your corporation must obtain an EIN regardless of whether it will hire employees.
Submit to: Internal Revenue Service
http://www.irs.gov/Form: IRS Form SS-4 Guidance: IRS Pub 1635: Understanding Your EIN Filing Method: Mail, phone, fax, or apply online with the IRS Fee: $0 Turnaround: Immediately online Notes: The IRS website is only available during certain hours. Print your EIN before closing your session. -
Get Colorado State Tax Identification Numbers/Accounts
Colorado offers a consolidated state tax registration application online or you can file two registrations by mail.
To apply for a sales tax account and/or wage withholding account:
Agency: Colorado Department of Revenue Form: Form CR-0100: Colorado Sales Tax Withholding Account Application Filing Method: Mail, in-person, or online Agency Fee: $50 deposit if retail sales tax license needed. Turnaround: ~2-3 weeks online. ~4-6 weeks by mail. Immediately in-person. Fact Checked: 5/12/20 If your corporation has employees and withholds income, then you must obtain an unemployment insurance tax account number and rate:
Agency: Colorado Department of Labor and Employment Form: Form UITL-100: Application for Unemployment Insurance Account and Determination of Employer Liability Filing Method: Mail or online Agency Fee: $0 Notes: This application is only for unemployment insurance purposes.
Fact Checked: 5/12/20 -
Consider Electing S-Corp Taxation
By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:
- C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
- S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
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Obtain Business Licenses & Permits
To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.
Colorado Business License
Not required
General Business License licensure is not required on the State level in Colorado.
Colorado does not have a general business license at the state level, but local licenses are often required.
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Ongoing Filings to Maintain Your Corporation
You must file federal and state tax returns. You must also file:
- Colorado corporations are required to file a Colorado Annual Report.
