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Foreign (outside of Colorado) business entities

Q1. What is a foreign entity?

A1.  The term ‘foreign’ defines any entity formed outside the state of Colorado. This is a term commonly used by all states to identify entities formed outside of their state.

 

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 Organizations page, selecting “File a business document" and then clicking on "File a form to create a NEW record". Under the heading ‘Foreign (outside of Colorado) Entities’, select ‘Foreign entity’ to complete the Statement of Foreign Entity Authority form.

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.  A Statement of Registration of True Name is not required and does not give the foreign entity authority to transact business in this state. The Statement of Registration of True Name form may be filed to record a foreign entity’s true name in Colorado and prevent other entities from using that name. All true name registrations expire on December 31st 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.

To file a Statement of Registration of True name, select ‘True name of a foreign entity’ under the heading ‘Foreign (outside of Colorado) Entities’.

 

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 choose 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 which could be the true name with the appropriate designator. Refer to the list of designators.

 

Q5. What is an assumed entity name?

A5 .  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.

 

Q6. Why was my assumed name removed when I changed or corrected my true name?

A6. When your true name is available and has the correct designator, an assumed name isn’t required. If you still want that name associated with your entity, you can file a trade name.

 

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 in Colorado by filing a Statement of Foreign Entity Withdrawal. 

To file a Statement of Foreign Entity Withdrawal:

  1. From the Business Organizations page, select “Search business database”.
  2. Enter the record name or ID number and click “Search”.
  3. If you enter a name, a list of entities with similar names will display. Select the ID Number of the appropriate entity.
  4. From the Summary page, select ‘File a form’
  5. Select ‘Statement of Foreign Entity Withdrawal’

 

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 .  The foreign entity may regain authority to transact business in Colorado by requalifying their entity or by submitting a new Statement of Foreign Entity Authority.

To requalify as a foreign authority:

  1. From the Business Organizations page, select “Search business database”.
  2. Enter the record name or ID number and click “Search”.
  3. If you enter a name, a list of entities with similar names will display. Select the ID Number of the appropriate entity.
  4. From the Summary page, select ‘File a form’
  5. On the Documents Available for Filing page, select ‘Requalify foreign entity authority’

 

Q9. If a foreign entity merges with another foreign entity, how can the entity record the merger in the state of Colorado?

A9.  Mergers between or among foreign entities are not recorded with the Colorado Secretary of State. If a foreign entity is the non-survivor of the merger, the Statement of Foreign Entity Withdrawal should be filed.

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