Q1. What is a trade name?
A1. A trade name is a name, other than the true name, of an entity or individual under which the entity or individual is authorized to transact business or conduct activities pursuant to section 7-71-101, C.R.S. Sometimes a trade name is referred to as a “doing business as” or “DBA” name. For more information, see section 7-90-102 (63.3), and Article 71 of Title 7, C.R.S.
Q2. Who is required to file a trade name?
A2. A business (other than a nonprofit entity) or an individual transacting business in the state of Colorado under a name other than the person’s true name is required to file a trade name with the Secretary of State’s Office. A nonprofit entity for which a constituent filed document is on file with the Secretary of State may, but is not required to, file a statement of trade name for any name other than its true name under which it does business.
Q3. Trade names for sole proprietors and general partnerships used to be filed with the Colorado Department of Revenue. When did this change?
A3. As of May 30, 2006, statutory changes require that all trade names be filed with the Secretary of State. This change created a single filing office for trade name documents in Colorado.
Q4. I originally filed at the Colorado Department of Revenue. Am I still a sole proprietor or general partnership?
A4. Your business form has not changed, just the location of your records. However, new filing requirements and fees will apply.
Q5. I had a trade name on record with the Colorado Department of Revenue, but it does not show up when I search the Secretary of State’s website. Why?
A5. Only active trade names were transferred from the Department of Revenue to the Secretary of State’s office. Closed, expired, or inactive trade name records were not transferred because those trade names are no longer effective and cannot be renewed.
Q6. Can I reserve a trade name?
A6. No. Filing a trade name and reserving an entity name are two different transactions. Reserving a trade name is not an option.
Q7. Will filing a trade name with the Secretary of State protect that name?
A7. No. A trade name provides notice that you are using that trade name, but does not prevent anyone else from using the same name. However, name protection exists under common law and federal trademark law.
Q8. How do I benefit from filing a trade name?
A8. Filing a Statement of Trade Name allows a person to conduct business under a name that is not the person’s true name. A trade name also creates a record for the public to identify the individual names of persons doing business under a name, other than their true names. Also, any person transacting business under a name other than the person’s true name is required to file a Statement of Trade Name under section 7-71-101, C.R.S.
Q9. When conducting business under a name other than the person’s true name, are there any consequences or penalties for not filing a Statement of Trade Name?
A9. Yes. Without an effective Statement of Trade Name, a person cannot maintain a court proceeding for the collection of debts. Failing to file a Statement of Trade Name also subjects the person to monetary penalties and an injunction which stops the person from continuing to transact business. For further information regarding possible legal penalties or consequences, contact an attorney.
Q10. Who can file a trade name?
A10. The following persons can file trade names:
- Individual (e.g., sole proprietorship)
- Non-Reporting Entity (e.g., general partnership)
- Estate, Trust, State, or Other Jurisdiction
- Reporting Entity (e.g., corporation or limited liability company)
- Domestic Limited Partnership
- Dissolved or Delinquent Reporting Entity or a Converted Entity
Q11. How do I file a trade name?
A11. A trade name is filed by submitting the appropriate Statement of Trade Name form for your type of business. A Statement of Trade Name must be filed online.
Q12. Why can’t I get a copy of the trade name document that was filed at the Department of Revenue (DOR) from the Secretary of State’s website?
A12. Hard copies of the trade name documents filed with DOR were not transferred to the Secretary of State’s website. Copies of trade name registration documents filed with the DOR can be obtained by using the DOR “Request for Copy of Tax Returns” form (DR 5714), available on the DOR Business Registration Forms Web page at www.colorado.gov/cs/Satellite/Revenue/REVX/1178305465894 by selecting “Copy of Form Filed.” The “Request for Copy of Tax Returns” form may be used to request a copy of any document filed with the Department of Revenue, not just tax documents.
Q13. Can I get a Certificate of Good Standing for my trade name?
A13. No. A trade name that is effective is placed in a status of Effective and a Certificate of Good Standing is not available. A Certificate of Fact of Trade name can be ordered using the Certified Order Form, which is available by going to the Business Home page and selecting “Certificates and Copies".
Q14. How long is a trade name effective? Can a trade name be renewed?
A14. A trade name for an individual or a non-reporting entity is effective for approximately one year.
A trade name for an individual or a non-reporting entity will expire on the first day following the anniversary month of the original filing unless a Statement of Trade Name Renewal is filed. For example, if a trade name for a general partnership was filed on June 15, 2006, the trade name will expire on July 1, 2007.
Trade names can be renewed for an additional year by filing a Statement of Trade Name Renewal online through the Secretary of State’s website. A trade name can be renewed at any time during the three months prior to its expiration date. For example, if a trade name was filed on June 15, 2006, the trade name will expire on July 1, 2007. Therefore, a Statement of Trade Name Renewal can be filed between April 1, 2007 and June 30, 2007.
A trade name for a reporting entity is effective as long as the entity remains in Good Standing. When a reporting entity's status becomes Delinquent or Dissolved, the trade name remains effective for one year from the date of Delinquency or Dissolution. If the Delinquent or Dissolved entity reinstates or cures its delinquency before the trade name expires, then the trade name will continue to be effective as long as the entity remains in Good Standing.
If a trade name registration expires, a new Statement of Trade Name would need to be filed in order to maintain an effective trade name registration.
Q15. Will I be notified when my trade name renewal is due?
A15. The Secretary of State’s office will send an e-mail renewal notice at the beginning of the month in which the trade name can be renewed, if you have signed up to receive e-mail notification regarding the trade name.
Each person is responsible for timely renewal of the trade name, regardless of notification. Expired trade names cannot be renewed.
Q16. Another company is using my trade name. Why were they able to file a Statement of Trade Name using the same name?
A16. A trade name is not required to be distinguishable from any other trade name or any other name that is on record with the Secretary of State. Any trade name may be registered, even if it is similar to or exactly the same as another name that is in the records.
The Secretary of State’s filing system is sometimes perceived to provide business name protection. However, filing a Statement of Trade Name with the Secretary of State does not provide name protection. Name protection exists under common law and with federal trademark law.
Q17. If two persons have filed the same trade name, how do I know with whom I have been doing business?
A17. If more than one person has filed the same trade name, the information contained in the Statement of Trade Name should provide adequate information to distinguish between the businesses.
Q18. I was listed as one of the registrants of a trade name at the Department of Revenue, but my name does not appear on file in the Secretary of State’s Office. Why?
A18. By law, the person filing a trade name with the Secretary of State’s office is referred to as the registrant. Only one registrant is required per filing. During data conversion from the Department of Revenue to the Secretary of State only the first complete name and address was extracted from the Department of Revenue data and displayed as the registrant.
Q19. I no longer want my trade name. What do I file?
A19. A trade name can be withdrawn by filing a Statement of Trade Name Withdrawal. Or, if the trade name is required to be renewed each year, do not file a Statement of Trade Name Renewal, which will result in the expiration of the trade name.
Q20. Can I transfer my trade name to someone else?
A20. There is no statutory provision to transfer a trade name. A Statement of Trade Name Withdrawal can be filed to indicate a person is no longer using that trade name. However, because trade names are not required to be distinguishable, a Statement of Trade Name can be filed at any time for the same name.
Q21. My trade name has a status of Expired. Why?
A21. If the trade name has a status of Expired, a Statement of Trade Name Renewal was not filed. The trade name of a person other than a reporting entity must be renewed annually. A Statement of Trade Name Renewal must be filed or the trade name will expire. A delinquent or dissolved reporting entity must also renew its trade name before expiration.
Q22. Can I renew an expired trade name?
A22. No. An expired trade name cannot be renewed. If a trade name has expired, a new Statement of Trade Name may be filed. Such a filing will create a new trade name record in the Secretary of State’s database. The expired record will remain in the records of the Secretary of State and will not be associated with the new trade name filing.
Q23. The filing date of my trade name is different than the effective date. When is my renewal date?
A23. A differing effective date and filing date indicate that a document was filed with a delayed effective date. On the Summary page, the date that the trade name became effective is shown as the “Formation Date.” The trade name renewal date is set according to the date of formation.
For data transferred from the Department of Revenue that showed both an effective date and a filing date for a trade name, the renewal date will be based on the effective date.
For a reporting entity that has a status of Dissolved or Delinquent, the renewal date for the trade name is set according to the date the entity's status was changed to Dissolved or Delinquent.
Q24. What happens to a trade name after a reporting entity converts into a non-reporting entity?
A24. If the conversion results in an entity that is not required to file a Periodic Report, as in a general partnership, the trade name would be required to be renewed within one year in order to remain effective.
Q25. What happens to a trade name after a conversion, when the resulting entity is no longer qualified to transact business in Colorado?
A25. The trade name’s status is changed to Withdrawn. A foreign entity must have a Statement of Foreign Entity Authority on file in the records of the Secretary of State before it can transact business or conduct activities in Colorado. See Part 8 of Article 90 of Title 7, C.R.S.
Q26. What do I do if the trade name that I registered with the Department of Revenue cannot be found in the Secretary of State's database?
A26. If a trade name record cannot be found, a new Statement of Trade Name must be filed in order to register the name with the Secretary of State’s office. Trade names are registered online by submitting the appropriate Statement of Trade Name for the type of entity.
Q27. How do I prove that my trade name was filed with the Department of Revenue before it was filed with the Secretary of State?
A27. The trade name document(s) filed with the Colorado Department of Revenue may be attached to the Statement of Trade Name. The attachment will become part of the record and available to viewers on the Secretary of State’s website.
In order to attach the Department of Revenue documents to the Statement of Trade Name, the Department of Revenue documents must be scanned and saved as a PDF file on the filer's computer. Any personally identifying information that should not be public, such as a social security number, or an employer identification number must be removed prior to submitting the document.