How to Incorporate in Colorado

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).

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 Online Records Search

Name Reservation:

Optional

Suffix:

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

Identify the corporation’s Colorado registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

File articles of incorporation to create your corporation.

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. 7-116-101

Your 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.

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.

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.

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.

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.

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:

Submit to:

Colorado Department of Revenue
http://www.colorado.gov/revenue

Form:

Form CR-0100: Colorado Sales Tax Withholding Account Application

Filing Method:

Mail, in-person, or online

Fee:

$50 deposit if retail sales tax license needed.

Turnaround:

~2-3 weeks online. ~4-6 weeks by mail. Immediately in-person.

If your corporation has employees and withholds income, then you must obtain an unemployment insurance tax account number and rate:

Submit to:

Colorado Department of Labor and Employment
http://www.colorado.gov/cs/Satellite/CDLE-UnempBenefits/CDLE/1240336898069

Form:

Form UITL-100: Application for Unemployment Insurance Account and Determination of Employer Liability

Filing Method:

Mail or online

Fee:

$0

Notes:

This application is only for unemployment insurance purposes.

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.

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.

You must file federal and state tax returns. You must also file:

• Colorado corporations file a Colorado Annual/Periodic Report.