Business FAQs

Contents
Apostilles
Attachments
Beginning a business
Business survey information
Dissolution and reinstatement
Electronic filing
Email notification
Entity names
Filing documents and finding information
Foreign business entities
General questions
Glossary
Noncompliance and delinquency
Periodic reports
Personal identifying information
Professional service corporations
Public benefit corporations
Registered agent
Secure business filing
Tax information
Trademarks
Trade names

 

Foreign business entities

Q1. What is a foreign entity?

A1.  A foreign entity is an entity formed outside of Colorado.

 

Q2. How does a foreign entity obtain authority to transact business in Colorado?

A2.  A foreign entity can obtain authority to transact business in Colorado by filing a Statement of Foreign Entity Authority with the Colorado Secretary of State. A Statement of Foreign Entity Authority may be filed by going to the Business Home page, selecting “File a business document" and then clicking on "File a form to create a NEW record". 

Also, refer to section 7-90-801, C.R.S., for determining if a foreign entity is required to obtain authority to transact business in Colorado.

 

Q3. What is a Statement of Registration of True Name? Do I have to file one?

A3.  The Statement of Registration of True Name form may be filed to register a foreign entity’s true name in Colorado and prevent other entities from registering with that name. All  true name registrations expire on December 31st of the year they are filed, unless they are renewed. A registration of true name may be renewed for an additional year by filing a Statement of Renewal of True Name. A Statement of Registration of True Name is not required and does not give the foreign entity authority to transact business in this state.

 

Q4. How does a foreign entity register in Colorado if its name is not available in Colorado?

A4.  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 entity name will be the name used to transact business in Colorado.

In addition to the name being available for filing with Colorado Secretary of State, the name must comply with the requirements of section 7-90-601, C.R.S.  If the foreign entity’s true name does not comply with 7-90-601, the entity should provide an assumed entity name.

 

I5. What is an assumed entity name?

A5.  An assumed entity name is a name a foreign entity has chosen to register with the Colorado Secretary of State and to use when transacting business in Colorado.  An assumed entity name must be chosen if a foreign entity’s true name is not available or if the entity’s true name does not comply with Colorado entity name laws.  For more information, see sections 7-90-601 and 7-90-603, C.R.S.

 

I6. When does the Secretary of State revoke a foreign entity’s authority to transact business in Colorado?

A6.  Prior to October 1, 2005, the Colorado Secretary of State could revoke the authority of a foreign entity under six different circumstances. The two most common reasons for revocation of authority were the failure of the entity to deliver its Periodic Report to the Secretary of State and the failure to maintain a registered agent. As of October 1, 2005, the Secretary of State no longer revokes a foreign entity’s authority to transact business. A foreign entity that fails to file its Periodic Report or to maintain a registered agent will become “Delinquent”. 

 

Q7. How does a foreign entity relinquish (withdraw) its authority to transact business in Colorado?

A7.  A foreign entity can indicate that it is no longer transacting business by filing a Statement of Foreign Entity Withdrawal.  A foreign entity will remain authorized to transact business and responsible for filing Periodic Reports until it files a Statement of Foreign Entity Withdrawal.  If a foreign entity has become Delinquent, the entity may file a Statement of Foreign Entity Withdrawal in lieu of filing a Statement Curing Delinquency.

 

Q8. What must a foreign entity do in order to regain its authority to transact business in Colorado after it has relinquished (withdrawn) its authority or has had its authority revoked?

A8.  After the Colorado Secretary of State has revoked a foreign entity’s authority to transact business or the entity has filed a withdrawal, the foreign entity may regain authority to transact business in Colorado by submitting a new Statement of Foreign Entity Authority. The new Statement of Foreign Entity Authority must state the original entity ID number of the foreign entity. Once the document has been accepted, the entity will again have authority to transact business in Colorado.


Q9. How is a foreign entity’s registered agent affected when the Colorado Secretary of State revokes the authority of the foreign entity to transact business or the foreign entity becomes Delinquent?

A9.  Neither the revocation of a foreign entity’s authority to transact business in Colorado nor the entity’s becoming Delinquent terminates the responsibility of the registered agent. In other words, even though the entity no longer has the authority to transact business in Colorado, the registered agent listed at the time of revocation or delinquency remains the registered agent for the entity. Registered agent information may be changed by filing a Statement of Change. For additional information, see section 7-90-704 (2), C.R.S.

 

Q10. If a foreign entity merges with another foreign entity, how can the entity record the merger in the state of Colorado?

A10.  Mergers between or among foreign entities are not recorded with the Colorado Secretary of State. If a foreign entity is no longer doing business in the state of Colorado due to the merger with another foreign entity, a Statement of Foreign Entity Withdrawal may be filed for the merging (non-surviving) entity. A Statement of Change may be filed in order to reflect any changes that a foreign entity may have as the survivor of a merger, such as a name change. If the surviving entity will be transacting business in Colorado and has not yet filed a Statement of Foreign Entity Authority, then it may file the statement before it begins to transact business in Colorado.