Business FAQs

Contents
Apostilles
Attachments
Beginning a business
Business survey information
Certificate of Good Standing
Certifications
Dissolution and reinstatement
Electronic filing
Email notification
Entity names
Filing documents and finding information
Foreign (outside of Colorado) business entities
Glossary
Missing, illegible, or incorrectly indexed records
Noncompliance and delinquency
Periodic reports
Personal identifying information
Professional service companies
Public benefit corporations
Registered agent
Secure business filing
Tax information
Trademarks
Trade names

 

Dissolution and reinstatement

Q1. I'm no longer operating my business.  What should I do next?

A1.  Depending on the type of business you were operating, you may have different options for dissolving or otherwise indicating the business is no longer operating. For example, a corporation may file Articles of Dissolution or a limited liability company may file a Statement of Dissolution. A sole proprietor using a trade name could file a Statement of Trade Name Withdrawal. Filing Articles of Dissolution or a similar document will create a public record that your business or organization is no longer operating. Filing these documents may have legal or tax implications. Instructions for filing the Articles of Dissolution or a similar document. Alternatively, if you do not file any document, your business record will become Delinquent for failing to file a Periodic Report. Similarly, if you are operating a sole proprietorship or general partnership, and you do not withdraw or renew your trade name, the trade name will expire. A status of Delinquent or Expired only indicates that the appropriate documents to keep the record in statutory compliance were not filed; not necessarily that the business is no longer operating. 

 

Q2. I dissolved my business, why does it still show in the Secretary of State’s records?

A2. All documents filed with our office are maintained as part of the public record for historical purposes. Documents will not be removed by our office with the exception of court-ordered mandates.

 

Q3. How can I reinstate my dissolved entity?

A3.  A dissolved entity can file for reinstatement at any time by filing Articles of Reinstatement. However, any trade names held by the entity prior to dissolution will not be reinstated. A new Statement of Trade Name will need to be filed for each trade name that is being used by the entity. Instructions for filing documents.  

 

Q4. Why is my business name not available when trying to file for reinstatement?

A4.  The record was either administratively dissolved or voluntarily dissolved.

Administrative Dissolution: failure to file a periodic report or maintain a registered agent results in administrative dissolution. The dissolved entity name remains unavailable for use by the public for 400 days from the date of dissolution. On the 401st day, the entity name is changed to include the word “dissolved” and the date of dissolution. The original entity name becomes available for another entity to use.

Voluntary Dissolution: when an entity voluntarily dissolves, its name is changed to include the word “dissolved” and the date of the dissolution. The entity name is immediately available.

Judicially Dissolved: An entity may be dissolved by court order. When an entity is judicially dissolved, its name is changed to include the word “dissolved” and the date of the dissolution. The entity name is immediately available.

When reinstating, the entity name will include the words “Reinstated” with the date of reinstatement per C.R.S. 7-90-1004. You may file the appropriate document to change the entity name to something that is available.

 

 Q5. Where can I find the Colorado statute under which the entity I am reinstating existed immediately prior to dissolution?

A5.  The original constituent filed document for an entity may indicate the statute under which the entity was formed. The statute number may appear as a hyphenated string of numbers such as 7-90-555 or section 7-80-111, C.R.S., or as the name of an act. Help with the Colorado Revised Statutes. Since each entity type is filed pursuant to different statutes and statutes are amended and changed, our office cannot advise you as to which statute your original document was filed under. You may wish to consult legal, business, or tax advisors for further information.

 

 Q6. Am I able to reinstate a record that I can’t find on the website?

A6.   Refer to the Business Services FAQ

 

 Q7. I have submitted my reinstatement and the page now says "Manage Attachments". What do I need to do?

A7.  If you do not have an attachment to provide, go to the bottom of the page and select “Previous Page”. This will take you back to the form. First, go to the top of the page and make sure that the title is “Articles of Reinstatement” and NOT “Restated Constituent Filed Document”. If you have opened the wrong form/cover sheet, choose “Previous Page” at the bottom of the form, and then select the Articles of Reinstatement from the Documents Available for Filing page. If you chose the correct form, go to the bottom of the form and find the section referencing attachments. The Manage Attachments page displays when you click submit because you have selected “Yes”, meaning you have an attachment. If you don’t have an attachment, change this selection to “No” and submit again. You will not receive the Manage Attachments page. If you do have an attachment and have correctly selected “Yes”, the site will automatically take you to the Manage Attachments page so you can then attach your document.

If you have more questions about attachments, refer to the Attachments FAQ.