Q1. What is a Periodic Report? Why do I have to file one?
A1. Reporting entities, such as limited liability companies, corporations, nonprofit corporations, and foreign entities, are required by law to submit a Periodic Report each year to the Secretary of State. For more information, see section 7-90-501, C.R.S. Submitting a Periodic Report allows an entity to update the current name and address of its registered agent and its principal office address, which helps ensure current information is available to the public. Submitting the Periodic Report also maintains the “Good Standing” of the entity with the Secretary of State.
Q2. When is my Periodic Report due?
A2. The Periodic Report is due during the three-month period beginning with the first day of the entity’s anniversary month of formation, also referred to as the Periodic Report Month. For example, if an entity was formed on January 15, the Periodic Report would be due each subsequent year between January 1 and March 31. A Periodic Report can be filed up to two months early.
If the Periodic Report is not filed on time, the entity will have an additional two months to file a late Periodic Report with an additional late filing fee imposed.
If an entity converts to another form of entity, files a Statement Curing Delinquency, or files Articles of Reinstatement, the entity’s Periodic Report Month will be changed to the month of such filing, and future Periodic Reports will be due during the three-month period starting with the new Periodic Report Month.
The Periodic Report due dates and changes to an entity’s status are noted on an entity’s History and Documents page. To view a History and Documents page, select “Business Search” on the left side of the screen or select “Search business database” from the Business home page. Then, enter the name or ID number of the business you want to view. After searching for and identifying the business record, select “View History and Documents” on the Summary page.
Q3. How do I find out if I need to file a Periodic Report?
A3. An entity’s Summary page and History and Documents will indicate if a Periodic Report is due.
To determine whether an entity is required to submit a Periodic Report, select “Search business database” on the Business Home page. You can search by the entity name or ID number. If the ID number is used to search, the website will immediately display the entity’s Summary page. If the entity name is used to search, the website will display a list of search results. Find the correct record and click the ID number to proceed to the Summary page. The Summary page will display the Periodic Report Month. The Periodic Report Month is the first month of the three-month period during which the report can be filed on time. If a Periodic Report is due, select “File a Document” on the Summary page and then choose “File Periodic Report” on the Documents Available for Filing page. A Periodic Report may be filed online two months prior to the Periodic Report Month listed on the Summary page for the reporting entity.
Q4. Will I be notified when my Periodic Report is due?
A4. If you have signed up for the Business Division’s email notification service, an email notice that a Periodic Report is due will be sent at the beginning of the three-month period for filing the Periodic Report on time. The notice will indicate the last day for filing the Periodic Report on time and will provide instructions for filing the report through the Secretary of State’s website.
You are strongly encouraged to sign up for email notification if you would like to receive notices about Periodic Report due dates, renewal due dates for trade names or trademarks, and other changes to a record. If you do not have a computer or email address, then we recommend maintaining a calendar in order to remember the report requirement.
If an entity does not file a Periodic Report on time, the entity’s status will be changed from “Good Standing” to “Noncompliant” and another notice will be sent indicating that the entity’s status will be changed to “Delinquent” if the Periodic Report is not filed. Each person or entity is responsible for filing the periodic report, regardless of notification.
The Periodic Report due dates and changes to an entity’s status are noted on an entity’s History and Documents page. To view a History and Documents page, select “Search” on the left side of the screen under Business Organizations, or select “Search” from the Business home page. Then, enter the name or ID number of the business you want to view. After searching for and identifying the business record, select “View History and Documents” on the Summary page.
Q5. What happens if I don’t file my Periodic Report?
A5. If a Periodic Report is not filed on or before the due date, the entity’s status will become “Noncompliant”. After the due date, when the entity becomes “Noncompliant”, the entity will have an additional two months to file a late Periodic Report, and a late fee will be imposed. If the Periodic Report is not filed within two months after becoming Noncompliant, the entity’s status will become “Delinquent”. Refer to section 7-90-903, C.R.S., for information about the effects of delinquency.
If the entity’s status becomes “Delinquent”, a Statement Curing Delinquency must be submitted in order to return the status to “Good Standing”. The entity will remain in “Delinquent” status until a Statement Curing Delinquency, Articles of Dissolution, Statement of Foreign Entity Withdrawal, or other appropriate document is filed.