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 corporations
Public benefit corporations
Registered agent
Secure business filing
Tax information
Trademarks
Trade names

 

Noncompliance and delinquency

Q1. Why does my status show Noncompliant when the notice I received shows a due date in the future?

A1. This is a follow-up from a previous email. The notice just received is informing you the entity is moving from Noncompliant status to Delinquent status. Since the Periodic Report was not filed on time, the entity's status was changed from Good Standing to Noncompliant.

The Summary page for the entity will display the Periodic Report Month. The report is due by the last day of the second month following the Periodic Report Month. If the report is not electronically filed by that date, the entity's status becomes Noncompliant, and the late fee is assessed. For example, if the Periodic Report month is January, the due date will be March 31st. If the Periodic Report is not filed on or before March 31st, the entity's status will become "Noncompliant".

 

Q2. Why does my business entity's status show Noncompliant? I am still in business and continue to pay my taxes.

A2. If an entity fails to file its Periodic Report on time or fails to maintain a registered agent, the entity's status will become "Noncompliant".

Entities are given three months to file the Periodic Report. If the report is not received by the due date, or if a new registered agent is not appointed within thirty days after the resignation of the current registered agent, the entity will become Noncompliant.

If the entity's status is Noncompliant, a Periodic Report must be filed, or, if the entity has failed to maintain a registered agent, a Statement of Change Changing the Registered Agent Information must be filed to return the entity's status to Good Standing.

To file a Periodic Report or a Statement of Change:

  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 either 'File a periodic report' or 'Statement of Change Changing the Principal Office Address'.

An entity with a status of Noncompliant for sixty days will then become Delinquent.

 

Q3. Why does my business entity's status show Delinquent? I am still in business and continue to pay my taxes.

A3. A reporting entity that fails to file a Periodic Report, or fails to appoint a new registered agent after the resignation of the current registered agent, will become Delinquent pursuant to section 7-90-901, C.R.S.

Reporting entities are given a five-month window in which a Periodic Report may be filed prior to becoming Delinquent. For example, if the Periodic Report Month is January, the report due date will be March 31st. If the Periodic Report is not filed on or before March 31st, the entity's status will become Noncompliant, and a late report will be due by May 31st. If the Periodic Report is not filed on or before May 31st, the entity's status will be changed to Delinquent.

If the entity's status is Delinquent, a Statement Curing Delinquency must be filed to return the entity's status to Good Standing.

 

Q4. I am no longer transacting business in Colorado. Do I need to file my Periodic Report, correct my noncompliance, or cure my delinquency?

A4. If you are no longer transacting business, you may consider filing the appropriate dissolution or withdrawal for your entity.

If you do not file the Periodic Report, the entity will become Noncompliant and eventually Delinquent. A status of Noncompliant or Delinquent indicates a business did not maintain its record with the Colorado Secretary of State. Information regarding the effects of delinquency can be found in section 7-90-903, C.R.S.

The Delinquent entity's name will become available 400 days after delinquency.

You should seek legal advice regarding what is best for your business entity.