Forming a Colorado C Corporation

A Colorado C corporation will be filed pursuant to §7-90-301 and §7-102-102 of the Colorado Revised Statutes, or CRS. Incorporated entities in Colorado, including C corporations, are registered with the Secretary of State’s office’s Business Division.

Articles of Incorporation for Your Colorado C Corporation

The formation document is called your Colorado Articles of Incorporation. These Articles typically list the following:

  • Name: The name of your C corporation must include an appropriate corporate ending, or an abbreviation of that corporate ending. Certain words are restricted and will require special approval, including “bank,” “trust,” “credit union,” “insurance,” and “savings and loan.”
  • Principal office address(es): You must provide the main street address of your business, which must be a physical address. If you have another address that should be used for mail, that may be added here as well.
  • Registered agent: The name and physical address, which must be located in Colorado, of the contact person for the C corporation should be provided. He or she does not need to sign the articles but must have previously agreed to act as registered agent. If the registered agent has a mailing address that is different from his or her (or its, in the case of a corporate registered agent) physical address, that may be indicated.
  • Period of duration: A C corporation in Colorado is assumed to have a perpetual existence; if, on the other hand, the corporation is to cease to exist on a certain date, that date should be provided.
  • Incorporator: The person who actually filed these Articles (who may or may not have anything else to do with the business) must sign his or her name and provide an address.

After filing the Articles of Incorporation, the entity exists as a new legal “person,” capable of entering into contracts and legally separate and distinct from the owner or owners individually.

Further Responsibilities of a Colorado C Corporation

Pursuant to §7-90-501 of the CRS, a Periodic Report must be filed every year for any reporting entity, including a C corporation, with the Colorado Secretary of State. This is due during the three-month window immediately following the anniversary of the C corporation’s filing date.

After you’ve filed your Articles of Incorporation, you’ll need to obtain a Federal Employer Identification Number (sometimes called an FEIN or EIN) from the IRS. This will be your identification number that you will reference with Federal tax filings.

If at any point in the future your Colorado C corporation changes its registered agent, location, or any other information included in the original Articles of Incorporation, or if you later decide to add information to your Articles, you are required to file an Article amendment so that the state has current information on file for your entity at all times.

Additional Information about a Colorado C Corporation

Your C Corporation:

  • Can sell stock in order to raise capital
  • May deduct the cost of benefits provided to employers (such as parking permits, health insurance, and so on)
  • Has a board of directors, which oversees the policies of the corporation
  • Issues limited liability for owners
  • Can be owned by either non-US citizens or non-resident aliens alike
  • Can own or be owned by other business entities
  • Is taxed separately from the owners’ income

Shareholders of a Colorado C Corporation cannot be held liable in a judgment against the corporation for an amount greater than the amount of stock they hold. (This does not include any personal liabilities, such as fraud, failure to pay taxes, and so on.)

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Other Types of Businesses in Colorado

For information on other types of businesses in Colorado, please explore the links below.