Colorado Secretary of State

1. What is an Annual report? Why do I have to file one?
Reporting entities are required by law to submit an Annual Report each year with the Secretary of State. For more information, see § 7-90-501, C.R.S. A reporting entity is able to update the current name and address of its registered agent and its principal office address by submitting an Annual Report. Submitting the Annual Report also maintains the Good Standing of the entity with the Secretary of State.

2. How do I find out if I need to file an Annual Report?
To determine whether an entity is required to submit an Annual Report, select “Search business database” in the Business Division of the Secretary of State's website. You can choose to search by entity name or ID number for the entity’s record. The entity’s Summary page will display the Annual Report Month. If the entity is a reporting entity and an Annual Report is due, “File Annual Report” will be an available transaction under the “File a Document” option. An Annual Report may be filed online two months prior to the Annual Report Month listed on the Summary page for the reporting entity.

Annual Reports can be filed online for a reduced fee. Reports filed online are “real time,” avoiding any delays and extra expense caused by mailing and/or processing.

3. Will I be notified when my Annual Report is due?
A notice that an Annual Report is due is mailed to the registered agent for the reporting entity when the entity’s Annual Report is due. This will not be a form to be completed and returned by mail; instead, it will be a postcard notice stating that an Annual Report is due and directing the filer to our website to either file online or print a completed report for mailing. If an entity does not file an Annual Report in a timely manner, the entity’s status will be changed from Good to Noncompliant and a second postcard will be mailed to both the registered agent and the principal office address notifying the entity that it has 60 days to file an Annual Report or the status will be changed to Delinquent.

When an entity becomes Delinquent, the Secretary of State’s Office will deliver notice to both the registered agent address and the principal office address of the entity. In order to return an entity’s status to Good, a Statement Curing Delinquency may be submitted.

4. What is a reporting entity?
See definition in the glossary.

5. Why is e-filing of Annual Reports encouraged?
Senate Bill 04-231, effective May 27, 2004, gave the Secretary of State authority to require any filing to be made by electronic means; for more information see § 24-21-111, C.R.S. The requirement to allow electronic filing at the earliest practicable time is also included in section § 7-90-301 (4), C.R.S. Filing an Annual Report online gives the filer control to update the information immediately, thus keeping the entity in compliance with statutory requirements.

6. How do I file the Annual Report online?
Filing instructions can be found here.

7. Why is it better to file my Annual Report online?
By filing online, the filer can be sure the Annual Report will not be rejected. Our system will not accept the filing unless all required data has been included. Reports filed online are "real time," avoiding any delays and extra expense caused by mailing and/or processing a paper form. Filing online allows the filer to verify the information that is submitted, thus preventing any possible data entry errors. You may also file your annual report online two months earlier than the Annual Report Month listed on the Summary page (e.g., a filer whose annual report would be due in September can file online as early as July 1.)

8. Why does my entity need to provide a Principal Office Address when filing an Annual Report?
As of July 1, 2004, most entities are required to provide a principal office address in the constituent filed document when filed with the Secretary of State.

Attachments

9. How do I add an attachment to my online filing?
Instructions for adding an attachment can be found here.

10. What types of documents may be attached to an online filing?
Attachments to online filings must be in PDF (portable document format), TXT (text) format, or JPG (image file) format.

Text (.txt)
Text (.txt) is a specific format different from Microsoft Word or WordPerfect’s default formats. Text documents may be created using Word Pad or Note Pad. One or both of these programs should be available from the Start menu of a computer.

A text document may also be created by typing the document in Word or WordPerfect and then saving the document in text format. Saving the document as Text Only will cause all document formatting to be lost. Text only format does not support the word wrap feature that is available in Word documents. You may need to edit your text file by using the ENTER key at the end of each line to force a line break.

Choosing the "Save as type: Text Only with Line Breaks" option will preserve some of the document formatting. If Text Only with Line Breaks is not available, choose Text Only or Plain Text and edit the document’s formatting as necessary. If Plain Text is chosen, the filer will probably be asked if he/she would like to insert line breaks. Choosing “Yes” will automatically insert line breaks.

Rich Text Format (.rtf) should not be used.

PDF (.pdf)
The PDF file format is designed to preserve the fonts, graphics, and formatting of an original application file. Many vendors offer PDF solutions for converting various document formats to PDF or creating new documents in PDF.

Adobe offers a free method to convert documents to PDF online at createpdf.adobe.com. Individuals may create an account for a free trial or sign up for monthly subscription services.

WordPerfect includes an option to convert documents to PDF. In WordPerfect 12 click the File menu, select Publish to…, and select PDF. Choose the General tab and enter a filename and path where the file should be published. Then, choose PDF style, WordPerfect 9, 10, and 11 offer different PDF style choices.

PDF documents may also be created by scanning a document to a computer and saving that document in PDF.

JPEG (.jpg)
JPEG is a commonly used method of compression for photographic images. Most digital cameras download images to a computer in JPEG format, and many software programs (Adobe Photoshop, as an example) are able to convert other types of image files (such as BMP or GIF files) into JPEG files. A JPEG file may only be attached to a Trademark registration.

11. How large can my attachment be?
Each attachment is limited to 400 KB. To check the size of a document, right click on the document name and choose Properties. Up to five attachments may be added to an online filing.

The file size of PDF documents varies greatly based on the amount of text and special items such as signatures and color. Documents scanned and saved in PDF are also much larger than text documents. This is because scanned documents are saved as images rather than text and the image has a much larger file size. If scanning results in documents larger than 400 KB, scan the document and save each page as a separate file then add multiple attachments.

12. How can I view my attachment while filing online?
Once an attachment is added, the Manage Attachments page will indicate an attachment has been associated with the filing. To view the attachment, click the document name link. This link will be the name of the attachment as saved on the filer’s computer. The same link will appear on the final page of the filed document. You should always check your attachment to make certain you have selected the correct attachment. Once the document is filed, you can only correct mistakes by filing another document. After viewing the attachment, click your web browser’s Back button to return to the Manage Attachments page.

To remove an attachment before the filing is completed, select the check box next to the document title on the Manage Attachments page and click “Delete Attachments”. This will remove any attachments in which the text box was checked.
When you click “Continue”, you will be taken to the Transaction Preview.

After your online payment has been processed, you will receive a Transaction Confirmation. The confirmation will include an image of the filed document. The last page of the document will include a link to the attachment(s) as well as the description you entered.

13. How can I view my attachment once the document has been filed?
To view the attachment of a filed document:

From the Business Division, select “Search business database”.
Enter the entity name or ID number. Select “Search”.
• If you enter a name, a list of entities with similar names will display. Select the ID Number of the appropriate entity.
From the Summary page, select “View History and Documents”.
Select the Document number to view the document.
A PDF image of the document will open.
• If the document was e-filed, the last page of the PDF image will include the description of the attachment you entered and a link to the attachment. Select the link to view the attachment. The document and the attachment must be printed separately.
• If the document was paper filed, the last page(s) of the PDF image will be the attachment.
Use the browser’s “Back” button to return to the History and Documents page.

Beginning a Business

14. Where can I find information on beginning a business in Colorado?
Several resources are available from the Secretary of State’s website for an individual who is planning to begin a business in Colorado. Articles available on the website are “How do I know which type of business is best for me?” and “Conducting business in the state of Colorado (a checklist for new businesses).” To view these articles, go to the Business Division and select “Publications” under the GENERAL INFORMATION column. One resource in particular, the “Colorado Business Resource Guide,” should prove helpful. Additionally, interested persons can access valuable information from the State of Colorado’s official website. Also, consult with a knowledgeable professional, such as an attorney or an accountant, who can provide guidance in answering important questions such as the best type of entity for your situation or the tax implications associated with a certain entity type.

15. I want to begin a Sole Proprietorship or General Partnership. What do I need to do?
The trade name of a sole proprietorship or a general partnership can be registered by filing a statement of trade name with the Secretary of State's Office. Filing a statement of trade name creates a record of a sole proprietorship or a general partnership.

Filing instructions can be found here.

Information regarding starting a business can be found in the "Publications" and the "FAQs, Glossary and Other Helpful Information" available under the GENERAL INFORMATION column in the Business Division of the Secretary of State's website. For information regarding state taxes and state sales tax licensing, contact the Colorado Department of Revenue, www.revenue.state.co.us. For information regarding federal taxes and obtaining an employer identification number (EIN), contact the Internal Revenue Service, www.irs.gov.

16. How do I register a foreign (non-Colorado) entity?
Any entity not originally organized under Colorado law is considered a “foreign entity.” Foreign entities that are required to file with the Secretary of State should complete the Statement of Foreign Entity Authority. This form is available under “File a business document ... creating a new record" under the BUSINESS ORGANIZATION INFORMATION column. For information regarding foreign entity requirements see § 7-90-801, et seq., C.R.S.

17. What is the difference between a Limited Liability Partnership and a Limited Liability Limited Partnership?
In 1995, new legislation allowed general partnerships to register with the Secretary of State as limited liability partnerships. By statute, the partnership becomes a reporting entity and is subject to annual reporting requirements after the general partnership registers with the Secretary of State as a limited liability partnership. A limited partnership on record with the Secretary of State may register as a limited liability limited partnership. A limited liability limited partnership is required to file an annual report.

18. How can I find out if a name is available for use?
The Secretary of State’s website can be searched to see if a business entity has registered a name with the Colorado Secretary of State. From the Business Division select “Search business database” under the BUSINESS ORGANIZATION INFORMATION column and enter the entity name in the Name availability field.

Searching the Secretary of State’s Business Division website will be very helpful for persons wondering whether a business name is available for use in forming a new business entity. To be available, the name must be “distinguishable” from other names in the records of the Secretary of State.

The Secretary of State name availability standards have changed considerably since July 1, 2004. For example, the articles of speech such as ‘the’ and ‘a’ used at the beginning of a name will make a name distinguishable. Also, statutory designators such as “Inc,” “Corp,” and “LLC” will make a name distinguishable.

If an entity on file with the Secretary of State is conducting business under the searched name, the Name Availability Search Result page will display the message, “The name is not available” and provide the option to view the holder of this name. Selecting the link to view the holder of the name will display the entity’s Summary page.

Trade names and trademarks are not included in the Name Availability search. Trade names are not distinguishable from any other trade name or any other name on file in the records of 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.

Searching the business database by business name, trademark, or trade name will provide a list of similar names in the records of the Secretary of State.

19. How do I obtain a business license?
The Business Division of the Secretary of State’s does not issue licenses. Some licenses are issued at the Department of Revenue or Department of Regulatory Agencies. Other licenses are issued through your local city or county offices.

Delinquency

20. Why does my business entity’s status show Delinquent? I am still in business and continue to pay my taxes.
Prior to October 1, 2005, if a reporting entity failed to file its annual report or failed to maintain a registered agent during the time given to file the appropriate form/cover sheet, the entity became administratively dissolved or had its authority to do business revoked, depending upon the type of entity. Effective October 1, 2005, a reporting entity that fails to file an annual report by the due date stated on the second notification, or fails to appoint a new registered agent within 90 days after the resignation of the current registered agent, will become delinquent pursuant to § 7-90-901, C.R.S.

Reporting entities are given an eight (8) month window in which an annual report may be filed prior to becoming delinquent. The eight months includes the two-month early e-filing window. For example, if the annual report month is January, the due date on the first “Annual Report Due Date Notice” is March 31st. If the annual report was not filed on or before March 31st, the entity’s status becomes noncompliant and a second notification titled “Grounds for Delinquency” is mailed with a due date of June 30. If the annual report is not filed on or before June 30, the entity’s status is changed to Delinquent. A third notice is mailed to the principal office address and to the entity’s registered agent of record titled “Notice of Delinquency”. This office does not recognize postmarked dates on documents submitted for filing.

Taxes are filed through the appropriate agency. Tax or finance information is not required on the Annual Report filed at the Secretary of State’s office.

21. How do I get my entity back into good standing?
If the status of your entity shows delinquent, you may file the Statement Curing Delinquency to bring the entity back into good standing. If the status of your entity shows as noncompliant, you may file the annual report. These documents may be filed online in real time for a reduced fee.

Instructions for filing documents can be found here.

22. I am no longer transacting business in Colorado; do I need to cure my delinquency?
Information regarding the effects of delinquency can be found in § 7-90-903, C.R.S. You should seek legal advice regarding what is best for your business entity.

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

Dissolution/Reinstatement

23. My entity was administratively dissolved and now the name of my entity is being used by another business. Why did the Secretary of State allow another entity to use my business name?
Prior to October 1, 2005, failure to file the annual report or maintain a registered agent resulted in administrative dissolution. Prior to July 1, 2004, names of administratively dissolved entities were protected for 120 days after the date of the administrative dissolution. On the 121st day, the name was available for use. After July 1, 2004, the names of administratively dissolved entities are protected for 400 days from the date of administrative dissolution. On the 401st day, the entity name is changed to include the word “dissolved” and the date of dissolution. The original entity name and all associated trade names become available.

24. When does a name become available for use after Articles of Dissolution are filed?
If an entity voluntarily dissolves, its name is changed to include the word “dissolved” and the date of the dissolution. The entity name would then be immediately available.

25. How can I reinstate my dissolved entity?
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 in order to restore the trade names.

Instructions for filing documents can be found here.

26. Where can I find the Colorado statute under which the entity I am reinstating existed immediately prior to dissolution?
The original constituent filed document (CFD) 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 § 7-80-111, C.R.S., or as the name of an act. The current Colorado Revised Statutes can be accessed from our Helpful Links page.

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.

27. How can I reinstate an entity not found while searching the Secretary of State’s database?
If you cannot find your record on the website, contact the Business Division. Let us know that you are trying to reinstate an entity that had been in the records of the Secretary of State, but the record does not appear to be online and we will assist you. You can request that the non-digital records be searched for your entity by using a Certified Order Form, available on the Business Division website under the “GENERAL INFORMATION” column. Please indicate this is for a reinstatement and include the entity name and, if known, ID number and year filed. Also include your name, address and phone number.

The Secretary of State’s office will conduct the non-digital search and rebuild the record for the entity at no charge. Once the record has been rebuilt, you will be able to file articles of reinstatement.

28. I have submitted my reinstatement and the page now says Manage Attachments?
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 user interface 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/cover sheet, go to the bottom of the form/cover sheet 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.

Electronic Filing

29. How do I verify that the document I filed online was filed successfully?
After you submit your document, enter all the payment information and click ONLY ONCE on “Pay Now.” The filing will take a few moments to process. If your filing is successful, the screen will display the “Transaction Confirmation” screen. The confirmation page will include an image of the filed document. The image will have an “E-FILED” stamp in the upper right-hand corner of the document with the date of filing and the document validation number.

You may also view the records for your business entity by searching the business database in the Business Division.

Select "Search business database" under the BUSINESS ORGANIZATION INFORMATION column and then search for your entity.
From the Summary page for the entity, select "View History and Documents".
Select the Document Number to view the document.

30. Why does online filing cost less?
Online filings require fewer resources than paper filings and therefore cost the Secretary of State’s Office less to process, resulting in lower fees for online filing services. .

31. Why was the document I filed online not successful?
Often online filings are unsuccessful because of incorrect data entered into one or more fields. Please follow the directions on the screen when submitting the document and click the “Pay Now” button only once.
Clicking twice on the “Pay Now” button may interrupt the credit card processing or may result in a duplicate charge to the credit card.

When entering the credit card information, do not include dashes or spaces in the credit card number. Do not enter punctuation, such as commas or the ampersand (&), in the “Name on credit card” field. Finally, make sure the billing address matches the actual credit card billing address. If the “Street” field is not large enough, use abbreviations and no punctuation for the street address and enter as much of the address as possible.

Also, we recommend using Internet Explorer version 6.0 or above. Review "FAQs, Glossary and Other Helpful Information" under GENERAL INFORMATION in the Business Division for filing tips and troubleshooting information. High security settings on your computer may prevent payment information from being processed. In addition, the Secretary of State website will timeout within two to three minutes if the Web page is inactive. Timeout errors can occur if the browser back button is used. If continued attempts to file online are unsuccessful, please contact us for assistance.

32. When will the document I filed online appear on the record?
Documents filed online are processed in real-time and are available immediately after being filed on the website. If you are filing an annual report for a noncompliant entity, a Statement Curing Delinquency, or Articles of Reinstatement, the entity will immediately be returned to good standing upon completion of online filing. Once filed, a copy of the document can be viewed and printed online. From the entity’s Summary page, select “View History and Documents” and then select the document number of the relevant document. A Certificate of Good Standing can be obtained from the entity’s Summary page, if applicable.

E-mail Notification

33. What information can I receive from e-mail notification?
The Secretary of State offers two forms of e-mail notification: general news notification and updates on specific business entities of record. You may sign up for one or both forms of notification.

General news e-mails offer general information and updates from the Secretary of State Business Division, such as fee updates, new documents available for online filing, changes to forms or filing procedures, technology updates, and other general items.

E-mail updates regarding specific business entities include notification when a document is filed affecting the subscribed business entity and notification of an upcoming Annual Report for the subscribed business entity. This e-mail notification will state, “The entity has changed. See our website.” The change will be noted in the entity’s History and Documents, available by searching the business database in the Business Division of the Secretary of State website.

34. Who should sign up for e-mail notification?
Anyone who is interested in any specific entity should sign up for e-mail notification. Individuals may sign up for notification for several entities. Also, several people may sign up to receive notification for the same entity.

35. How do I sign up for e-mail notification?
From the Business Division, select “Sign up for auto e-mail notification”. You will then have the option to sign up for notification of events for a specific entity or for general Secretary of State news. You will need to sign up using the e-mail address the notification should be sent to. You can sign up for notification for multiple entities. Also, multiple people can sign up for notification on the same entity.

To sign up for e-mail notification for general news from the Secretary of State’s office:

From the Business Division, under the BUSINESS ORGANIZATION INFORMATION column, select “Sign up for auto e-mail notification”.
Select “Sign up for e-mail notification for general news from the Secretary of State’s office”.
The e-mail program set as the default e-mail application on that computer will open. For most PCs, Microsoft Outlook (or Outlook Express) is the default. The subject line of the e-mail will be pre-filled. Select “Send”. (Do not change or add any information to the e-mail. It will cause your request to not be processed. Simply send the e-mail.) If you do not use the e-mail program that opens with the e-mail information pre-filled, copy and paste the exact send to address and subject into your usual e-mail program.
If the spell check window appears ignore any spelling.
Soon after sending the e-mail you will receive a confirmation e-mail from the Secretary of State’s office.
Open the confirmation e-mail.
Select “Reply”.
Select “Send”.
Soon after sending the e-mail you will receive another e-mail informing you that your subscription to auto e-mail notification has been completed.

To sign up for e-mail notification for a specific entity:

From the Business Division, under the BUSINESS ORGANIZATION INFORMATION column, select “Sign up for auto e-mail notification”.
Select “Sign up for e-mail notification for a specific entity”.
Search for the entity by Business name or ID number.
On the entity’s Summary page select “Set Up E-mail Notification”.
Select “Sign up for e-mail notification for this entity”.
The e-mail program set as the default e-mail application on that computer will open. For most PCs, Microsoft Outlook (or Outlook Express) is the default. The subject line of the e-mail will be pre-filled. Select “Send”. (Do not change or add any information to the e-mail. It will cause your request to not be processed. Simply send the e-mail.) If you do not use the e-mail program that opens with the e-mail information pre-filled, copy and paste the exact send to address and subject into your usual e-mail program.
If the spell check window appears ignore any spelling.
Soon after sending the e-mail you will receive a confirmation e-mail from the Secretary of State’s office.
Open the confirmation e-mail.
Select “Reply”.
Select “Send”.
Soon after sending the e-mail you will receive another e-mail informing you that your subscription to auto e-mail notification has been completed.

If you ever decide you no longer wish to receive e-mail notification, there will be a link to unsubscribe in the e-mail from the Secretary of State that was sent to confirm your subscription. Select the link to unsubscribe and send the blank e-mail. You will then receive a confirmation that you have been unsubscribed.

36. Why can’t I sign up for e-mail notification through an internet-based e-mail account, such as Hotmail or Yahoo?
The e-mail notification system utilizes the e-mail application set as the default on the computer being used to generate the registration e-mail; often this will be Microsoft Outlook (or Outlook Express). If you do not normally use that program, you likely will not be able to send the automatically generated e-mail.

You should be able to copy the exact address and subject and paste that information into your usual e-mail program, such as Hotmail, Yahoo, or Gmail.

37. If I sign up for e-mail notification, will I still receive a postcard notice of the Annual Report?
Yes. If you sign up for e-mail notification for a particular business entity, you will be sent both a postcard in the mail and a notification via e-mail. The e-mail notification is in addition to the postcard. If you file the Annual Report online two months earlier than the annual reporting month, no notification (postcard or e-mail) will be sent. You will receive an e-mail when the filing is done.

Entity Names

38. Can I reserve a name until I am ready to file my documents?
Yes. It is possible to reserve a name with the Secretary of State prior to filing business entity documents. Name reservations are good for 120 days. A reserved name is merely held and does not establish a business entity. A name reservation may be renewed by filing a Statement of Renewal of Reservation of Name.

39. How do I transfer the name of my business to another business?
To transfer a reserved name from one holder to another person, submit the Statement of Transfer of Reserved Name.
There are no provisions in the statutes that allow for a business to transfer its name or trade name to another business. However, an entity can file an amendment to change its entity name or file a Statement of Dissolution to dissolve the entity, which will make the entity name immediately available for filing.

40. What does "Name is not distinguishable" mean?
If a name is not distinguishable, it means that the name in question is currently of record with the Secretary of State and is not available for use. Each character, except periods (.), commas (,), underscores ( _ ), apostrophes (‘) and inverted apostrophes (`), may create a name that is distinguishable. Uppercase and lowercase letters are not distinguishable from each other.

For example, the following pairs of names are not the same:

ABC Inc is not the same as ABC Incorporated
ABC Inc is not the same as ABCInc
ABC Inc is not the same as A B C Inc
ABC Inc is not the same as A-B-C Inc
ABC Inc is not the same as (ABC) Inc
ABC Inc is not the same as ABC LLC

For example, the following pairs of names are the same:

ABC Inc is the same as abc inc
ABC Inc is the same as A.B.C. Inc
ABC Inc is the same as ABC, Inc.

A name availability search will tell you whether a specific name is available, but will not show any similar names that are distinguishable according to the statutory guidelines. If you want to see if there are similar names to the one you want, search by Business name, trademark or trade name instead of Name availability. When using this search option, remember that searching for a few key words and leaving out statutory endings, articles, and small words will usually yield better results.

You may want to contact legal counsel before deciding to use a name that is very similar to another name.

Filing Documents and Obtaining Information

41. Where can I find forms?
To file a document creating a new Secretary of State record select “File a document … creating a new record” under the BUSINESS ORGANIZATION INFORMATION column. Review the list of available filing options on the File a Document page and select the appropriate form.

To file a document affecting an existing entity select “File a document … affecting an existing record” under the BUSINESS ORGANIZATION INFORMATION column. Search for your business by the business name or ID number. After selecting “Confirm” to verify that the appropriate entity has been selected, a list of available forms will display. Review the selections and choose the appropriate form for the transaction.

Business Division forms that are not available for online filing are available under the GENERAL INFORMATION column on the Business Division page. Select “Forms list” to view the list of forms. These forms are fillable PDF documents that can be completed on a computer, printed, and submitted for paper filing. The PDF documents are not used for e-filing. The Secretary of State will not accept hand-written documents. Forms cannot be accepted for filing if attached to an email.

Forms regarding tax matters will be found on the appropriate state or federal website or by contacting such agencies. The Secretary of State’s office does not have any information pertaining to taxation.

42. Which form do I file?
The Secretary of State’s Office cannot advise you on which forms are necessary for different types of transactions. Questions regarding which form should be completed after reviewing the available forms should be addressed to the user’s legal, business or tax advisor(s).

43. How do I fill out the form?
The Secretary of State’s Office cannot give business or legal advice regarding the proper information to be entered on a form.

Instructions for each form are available by selecting “Help on this Page” while filing the document online. If you need further assistance completing the form read the appropriate statute or seek advice from the user’s legal, business, or tax advisor(s).

44. Where can I find form/line instructions?
Instructions for filing forms can be found here.

Line instructions for many forms can be found here.

45. What does “Fillable Online” mean?
A document that is “fillable online” allows the user to type the required information into the fields provided while on the computer. The completed document may be printed and submitted for filing as a paper document. These documents are not intended for online filing. Also, the form must be completed on the computer or typewriter. Handwritten forms will not be accepted.

46. How long will it take to process documents I have submitted for filing? Can I expedite the process?
Documents submitted online are filed in real-time, which means that the document is processed immediately after being submitted. Documents filed online will trump paper documents submitted to our office.

Business filings generally will be processed in the order that they are received. Paper filings should be completed within 7-10 business days from the date received. You may expedite the process with payment of an additional fee. Expedited documents are processed within 3 business days. Expedite requests received after 4pm may not be reviewed until the following business day. All requests for expedited filings must be made in writing at the time the document is submitted.

Requests for certified copies, certificates of fact, and other transactions are also available on an expedited basis for an additional fee and are usually completed within 3 business days.

47. What does it mean for a document submitted online to “trump” a paper filed document?
Documents filed online will take precedence over paper filed documents. For example, Articles of Incorporation for ABC, Inc. are submitted on paper on 7/15/2004 and are still waiting to be processed on 7/19/2004. On 7/19/2004, Articles of Incorporation for ABC, Inc. are submitted online. The online document will be accepted and filed immediately after being submitted as it is going directly into our database. The paper Articles of Incorporation for ABC, Inc. will be rejected when processed since the name would no longer be available. The articles filed online trumped the paper articles that were submitted.

48. Can I have my documents reviewed (“pre-cleared”) prior to submitting them for filing?
No. As of July 1, 2004, the Secretary of State no longer accepts documents for pre-clearance. The individual filing the document is responsible for its accuracy. The Secretary of State can only check that the required fields have been completed but cannot decide whether the information provided in those fields is correct. Web enabled documents will show reject reasons in red once the filing is submitted.

49. Do I receive any paper work back after the filing has been accepted?
Our office does not send back confirmation copies of business filings. Images of filed documents are available for viewing and printing from our website after the document is processed.

50. How can I view and obtain copies of a filed document?
To view and obtain copies of a filed document:

From the Business Division, select “Search business database”.
Enter the entity name or ID number. Select “Search”.
If you enter a name, a list of entities with similar names will display. Select the ID Number of the appropriate entity.
From the Summary page, select “View History and Documents”.
Select the Document number to view the document.
A PDF image of the document will open. You may print and/or save the image.
Select the browser’s “Back” button to return to the History and Documents page.

51. How do I obtain a Certificate of Good Standing?
To print a free Certificate of Good Standing for any business entity in Good Standing:

From the Business Division under the BUSINESS ORGANIZATION INFORMATION column, select “Obtain a certificate of good standing”.
Enter the entity by name or ID number. Select “Search”.
If you enter a name, a list of entities with similar names will display. Select the ID Number of the appropriate entity.
From the Summary page, select “Obtain Certificate of Good Standing”.
The certificate will open as a PDF image.
You may then print or save the certificate.
Use the browser’s “Back” button to return to the Summary page.

If the indicated status of the business entity is anything other than GOOD (i.e., Delinquent, Exists, Dissolved or Revoked), the entity is not in good standing and a Certificate of Good Standing cannot be issued. Review the entity’s Information to see if an annual report or some other document needs to be filed. For further assistance contact the Business Division.
Note: The U.S. Department of State has stated that the only Certificate of Good Standing they will accept is one that is printed in color rather than black and white. The Colorado Secretary of State’s Office will not provide a colored version if ordered on the Certified Order form. Therefore, the Certificate of Good Standing will need to be obtained and printed on a computer that is connected to a color printer.

52. How do I obtain a Certificate of Existence for a Limited Partnership?
Certificates of Existence for limited partnerships on file with the Secretary of State are available upon request from the Business Division by using the Certified Order form. The Certified Order form can be found under the GENERAL INFORMATION column in the Business Division.

53. What is an apostille and what purpose does it serve?
An apostille is a special certificate used to authenticate public documents for international use. In the Business Division, filed documents and certificates of fact may be certified with an apostille for use in countries participating in the 1961 Hague Convention. The U.S. Department of State website has a listing of all countries participating in the Hague Convention.

If you need certification of a document for use in a country that does not participate in the Hague Convention, visit the U.S. Department of State website.

54. What is an entity ID number? Where can I find it?
The Colorado Secretary of State uses an 11-digit numbering system. The first four digits indicate the year, the fifth digit is a 1 or 2 (1 for business filings or 2 for UCC filings) and the last six digits are sequential numbers that start at 000001 each January 1. An entity ID number is a unique number used to identify an entity’s record. This number is assigned when an entity submits for filing an originating document (i.e., Articles of Incorporation) or document that creates a new Secretary of State record. This number is stamped by the Secretary of State on the original document delivered for filing and typically appears in the upper right hand corner on the first page of the document.

55. Instead of a document number, the words “Not Indexed” appear. What does “Not Indexed” mean and what happened to my document?
If the words “Not Indexed” appear in the Document number column on the History and Documents page, it could mean an image is not available online or there was never an actual image of the document.

56. Why are some images not as legible as others?
The Colorado Secretary of State has been responsible for all records pertaining to business entities and their filings since the beginning of Colorado’s statehood. Some filed documents are over a hundred years old. When the old documents were filmed and saved on Microfiche, some imaging may have been lost, damaged or worn over time.

57. How do I find the name of a person who is a director, member, manager, or officer of a business entity?
As of July 1, 2000, business entities are no longer required to file information regarding officers, directors, members, or managers with the Secretary of State. While this information may be available in certain documents, such as Articles of Incorporation or Articles of Organization, there is no guarantee of its accuracy or that it is up to date. This information is to be kept in the entity’s records held at its principal office. You may want to contact the entity at the principal office address for this information.

58. I know a certain company is doing business in Colorado. Why am I unable to find it listed in your records?
The entity may have been administratively dissolved or revoked for failure to file an annual report or maintain a registered agent a number of years ago. These entities may have been purged from the database prior to 1997. For a fee, you may request an non-digital data search using the Certified Order form if you believe that the entity was a registered entity. The Secretary of State does not guarantee results. Another reason may be that the business you are inquiring about is a sole proprietorship or general partnership that had a closed, expired, or inactive trade name on record with the Department of Revenue at the time trade name records were transferred to the Secretary of State. The Colorado Department of Revenue may provide information concerning these types of businesses. Finally, the business may not have filed with the Secretary of State.

59. Do you have information on stock or a list of stockholders for corporations?
No. The Colorado Secretary of State does not maintain this information. This information is to be kept in the entity’s records held at its principal office.

60. Where can I find a list of business entity, history, & status type abbreviations?
See our abbreviations list.

61. Do your records tell me if a business is reputable?
The Secretary of State's office does not record complaints against businesses or investigate businesses, nor do we have information regarding the reputability or business practices of any entity. The Better Business Bureau provides business reliability reports, dispute resolution and charity reviews at www.bbb.com.

Foreign Business Entities

62. What is a foreign business entity?
A foreign business entity is an entity formed under a statute or common law in a jurisdiction other than Colorado, for example, another state or country. Foreign entities are recognized under the law of Colorado after the foreign entity files a Statement of Foreign Entity Authority.

63. How does a foreign entity receive authority to transact business in Colorado?
A foreign entity may receive authorization to transact business in Colorado by filing a Statement of Foreign Entity Authority with the Colorado Secretary of State. This form is found on the Colorado Secretary of State’s website by selecting “Business” from the homepage. Next, select “File a document … creating a new record” under the BUSINESS ORGANIZATION INFORMATION heading, and then select “Foreign entity” under the blue ”Register a…” heading.

64. Do I have to file a Statement of Registration of True Name? What is that form used for?
The Statement of Registration of True Name form may be filed to register the foreign entity’s true name in our records and prevent some other entity from filing under that name. All Statements of Registration of True Name expire on December 31st each year unless renewed. A Statement of Renewal of True Name may be filed to renew the registration of the entity’s true name annually. A Statement of Registration of True Name does not give the foreign entity authority to transact business in this state.

65. How does a foreign entity file in Colorado if the entity’s name in its home state is not available in Colorado?
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 select an assumed entity name for use in Colorado. The assumed name will be the entity name used to transact business in Colorado.

66. When does the Secretary of State revoke a foreign entity’s authority to transact business in Colorado?
Prior to October 1st, 2005, the Colorado Secretary of State commenced a proceeding to revoke the authority of a foreign business entity transacting business in the state of Colorado under six different circumstances. The two most common reasons for revocation of authority are the failure of the entity to deliver its annual report to the Secretary of State and the failure to appoint a registered agent following the resignation of a prior registered agent. Entities are given 60 days to appoint a new registered agent after the resignation of a prior agent.

67. Can a revoked foreign entity file a Statement of Withdrawal?
No. Once a foreign entity has had its authority to do business in Colorado revoked it no longer has authority to submit documents for filing.

68. What must a foreign entity do in order to reinstate its authority to transact business in Colorado when its authority to do so has been revoked by the Secretary of State?
Once the Colorado Secretary of State has revoked the authority of a foreign entity to transact business in the state of Colorado or the entity has filed a withdrawal, the foreign entity may submit a new Statement of Foreign Entity Authority. The new Statement of Foreign Entity Authority must state the original entity ID number on the document. Once accepted, this document grants the entity the authority to transact business in Colorado.

69. How is a foreign entity’s registered agent affected when the Colorado Secretary of State revokes the authority of the foreign entity to transact business in this state?
Revocation of a foreign entity’s authority to transact business in Colorado does not terminate the responsibility of the registered agent. In other words, even though the entity no longer has the authority to transact business in Colorado, the registered agent listed at the time of revocation remains the registered agent for the entity. Registered agent information may be changed by filing a Statement of Change. For additional information, see § 7-90-704(2), C.R.S.

70. How does a foreign entity receive service of process after the Colorado Secretary of State revokes the authority of the foreign entity to transact business in this state?
A revoked foreign entity maintains a registered agent for service of process at the registered agent address. If, after reasonable diligence, the agent cannot be found or served, service of process may be delivered to the principal office address. The Secretary of State does not accept service of process. Contact a legal advisor for specific details. For additional information, see § 7-90-704, C.R.S.

71. If a foreign entity authorized to transact business in Colorado merges with another foreign entity, how can the entity record the merger in the state of Colorado?
Mergers between or among foreign entities are not recorded with the Colorado Secretary of State. If a foreign entity is no longer doing business in the state of Colorado due to the merger, a Statement of Withdrawal of Foreign Entity Authority may be filed. A Statement of Change may be filed in order to reflect any changes that a foreign entity may have as the survivor of a merger. If the surviving entity will be transacting business in Colorado and has not yet filed a Statement of Foreign Entity Authority, then it may file the statement before it begins to transact business in Colorado.

General Questions

72. What does the Business Division do? What are its duties and functions?
The mission of the Business Division is to support and enhance Colorado's business and nonprofit activities by providing efficient and professional document filing, records retention, information retrieval, and support services to our constituencies.

The Division provides online filing, searching, copying, and certification programs and other information on the Secretary of State's website, under the Business Division. The website also provides electronically fillable forms (forms in 'pdf' format that can be opened, completed "onscreen" and then printed. The Division receives, examines, and files a variety of documents delivered to the Secretary of State pursuant to the Colorado Revised Statutes. Further, the Division creates and maintains an index of all filed records in a computerized database as well as digital images of filed documents. Public access to the computerized database and digital images and various search, copying, and certification services are made available regarding these records and images.

73. What is the best way to get the exact information I need from the public records??
The Business Division responds daily to numerous telephone calls requesting information from the public records. While we make reasonable efforts to provide responsive information, the possibility of miscommunications in telephone conversations cannot be avoided. You may access public records information generally on a “24-7” basis from our website. We highly recommend that you to obtain needed information directly by searching the public records online, thus eliminating the possibility of a verbal miscommunication. However, if you obtain information from our staff verbally, either by telephone or in person, we highly recommend that you use our website to confirm such information as a safeguard against verbal miscommunication. Because we cannot know how you may understand information that we provide to you verbally, you assume any risk of miscommunication regarding such information. The Colorado Secretary of State disclaims any liability or responsibility for losses allegedly occurring based on information provided verbally.

74. What information can the Secretary of State provide about a business?
The Business Division of the Secretary of State’s Office provides copies of filed documents, Certificates of Good Standing, Certificates of Existence, and Certificates of Fact regarding records for business entities, trade names, and trademarks registered with the Colorado Secretary of State’s office. Copies of documents and Certificates of Good Standing can be printed from our website at no cost. Other certificates and certified copies of documents can be ordered.

The Business Division’s website also provides basic information about a business, such as type (i.e., corporation, limited liability company, nonprofit corporation, limited liability partnership, foreign corporation, individual, general partnership, etc.), date of registration with the Secretary of State, identification number as assigned by the Secretary of State, status regarding timely filing of documents, principal office address, name and address of its registered agent, and state in which it was organized.

75. How can I confirm the status of an application or filing?
The status of a submitted filing can be checked online at the Business Division page. All filings that have been processed can be found by performing a Business name, trademark or trade name search.

1. From the Business Division, select “Search business database”.
2. Enter the Business name, trademark, trade name or ID number. Select “Search”. If you enter a name, a list of entities with similar names will display. Select the ID Number of the appropriate entity.
3. From the Summary page select “View History and Documents”.

Each filing on the History and Documents page will have a Date Filed (date received in our office or filed online), Date Posted (date added to the website), and Effective Date.

If you do not see your filing and you submitted a paper document, it is possible that it has not yet been processed or the filing may have been rejected. Please wait a few days and try your search again. When you select “Search business database” near the top of the page, the date through which paper documents have been processed is listed.

If you do not see your filing and you submitted a filing electronically, it is possible that the filing was not completed. If problems persist, you may contact the Business Division.

76. What is a browser?
A “browser” is a software application used to view and interact with web pages and other resources on the World Wide Web. Examples of browsers are Internet Explorer, Netscape, Safari, and America Online. We recommend using Internet Explorer version 6.0 or above.

The Secretary of State’s website may not be fully compatible with other Internet browsers such as Netscape, America Online, CompuServe, and Safari. Review ”FAQs, Glossary and Other Helpful Information” in the Business Division under the GENERAL INFORMATION column for more information.

77. What is Adobe Acrobat Reader?
Adobe Reader is free software that allows you to easily view, print, and search PDF files. The software can be downloaded at www.adobe.com.

78. What does "Good Standing" mean?
A "Good Standing" status with the Secretary of State's office means that the entity has filed the required annual reports and maintained the information required by the Colorado Revised Statutes. The Secretary of State's office does not record complaints against businesses or investigate businesses, nor do we have information regarding the reputability or business practices of any entity.

Noncompliance

79. Why does my business entity’s status show noncompliant? I am still in business and continue to pay my taxes.
Effective October 1, 2005, if a reporting entity fails to file its annual report or fails to maintain a registered agent, the entity’s status becomes noncompliant. Reporting entities are given 90 days from the first day of the anniversary month to file the annual report. If the report is not received by the due date stated on the report notification, or if a new registered agent is not appointed within 30 days of the resignation of the current registered agent, the entity will become noncompliant. Annual report form/cover sheets are available online and are listed on the Documents Available for Filing page. On the first day of the anniversary month, an annual report notice will be mailed explaining that a report is currently due. Instructions on where to obtain the report form/cover sheet and online filing options are given in the notice. If it is not time for the annual report to be filed, a new registered agent may be appointed by submitting the Statement of Change form.

80. Why does my status show noncompliant when the postcard shows a due date in the future?
If the post card shows a due date in the future and the status of the entity is noncompliant, it is likely that this post card is the second notification. In the History and Documents page for the entity record, you can view the date the initial notice was mailed.

The Summary page for the entity will display the Annual Report Month. The first postcard notification is mailed on the first day of the month displayed with a due date 90 days into the future. If the report is not received by that date, the entity’s record becomes noncompliant and an additional fee is due. For example, if the annual report month is January, the due date will be March 31st. If the annual report is not filed on or before March 31st, the status will become noncompliant. The date the report is received by our office is considered the date it was submitted for filing; postmark dates are not recognized.

81. What happens if I don’t file my annual report?
If a report is not filed on or before the due date stated on the first annual report notice, the entity’s status becomes noncompliant. A notice of grounds for delinquency will be sent to the entity at the principal office address and to the most recent registered agent at the registered agent’s address. The entity will have an additional 60 days to file the annual report. If the report is not filed by the due date stated on the second notification, the entity’s status will become delinquent. The entity will remain in delinquent status until a cure for delinquency, articles of dissolution, withdrawal, or other document is filed. Refer to § 7-90-903, C.R.S. for information about the effects of delinquency.

Other/Miscellaneous Questions

82. How do I form an S-corporation or Sub chapter S?
Documents are submitted to the IRS for clarification of “S” status. Questions should be addressed to your legal, business, or tax advisor(s) or the IRS.

83. How do I change my business name?
There are different ways to change a business name. Some options include filing an amendment or filing a statement of change, depending on your type of business entity. We recommend viewing the entity’s Documents Available for Filing page.

84. How do I change my business address?
There are two common ways to change a business entity’s address. You may file a Statement of Change form or you may change address information when filing an Annual Report if you are within your Annual Reporting period.

85. What does “distribution of assets for a nonprofit corporation” mean?
The distribution of assets upon dissolution refers to language required to be included in the Articles of Incorporation of a nonprofit corporation pursuant to § 7-122-102, C.R.S. Questions should be addressed to your legal, business, or tax advisor(s) or the IRS.

86. What is the Office of Foreign Asset Control’s Specially Designated Nationals list or OFAC SDN List?
The Specially Designated Nationals List (“SDN List”) is a list of individuals and organizations, maintained by the Office of Foreign Asset Control, with whom U.S. individuals and organizations are prohibited from transacting business. Before transacting business with others, you may want to consider checking names against the OFAC SDN list. For more information, contact the Office of Foreign Asset Control or the U.S. Department of Treasury.

Personal Identifying Information (PII)

87. What is personal identifying information?
Personal identifying information, or PII, is information about an individual that could reasonably be used to identify such individual. Such information includes, but is not limited to:

A social security number;
A personal identification number;
A password; or
A pass code.

For more information see § 7-90-306 (5) and part 3 of article 90 of title 7 of the Colorado Revised Statutes (C.R.S.).

88. Why was my personal identifying information displayed in your online records?
Information that is provided in a form/coversheet or attached to a form/coversheet by the filer is recorded in the records of the Secretary of State’s office exactly as submitted. The content of the information provided is the responsibility of the filer. If you need assistance completing the form/coversheet, read the appropriate statute or seek advice from your legal, business, or tax advisor(s).

89. How do I have personal identifying information removed from my filing?
If you want to request to have personal identifying information removed from a filing, contact our office at 303-894-2200, option 2 for information regarding the procedure and applicable fee.

90. I submitted a request to have personal identifying information removed and the request was rejected. Why?
The request may be rejected for a number of reasons, such as a missing notarization or if the request is filled out incorrectly. Some information is not considered to be personal identifying information, or is information that is required by law to be provided. A request to remove such information may result in a rejection of the request. The rejection should be accompanied by a letter explaining the reasons for rejection; if you have questions regarding the rejection of a request, please contact our office.

91. When personal identifying information is removed from a filing, is it still available somewhere for others to view?
The original or a copy of a document or record that contains personal identifying information will be retained by the Secretary of State. These documents or records will be open for inspection and copies or printouts of the document or record or information from the document or record will be furnished only upon application to the Secretary of State and only if good cause is shown. Determination of good cause will be determined on a case by case basis.

92. If personal identifying information is removed from my filing, does that make the filing invalid?
No. The filing is not rendered insufficient or ineffective by removal of personal identifying information.

Professional Service Corporations

93. What is a professional service entity?
A professional service entity is an entity organized for the sole purpose of providing professional services to the public. The Colorado Revised Statutes specify which professionals may form a practice as a professional service entity.

94. Which professionals may practice as professional service entities?
The professionals allowed to practice as professional service entities are:

Certified Public Accountants
Architects
Chiropractors
Dentists
Engineers
Land Surveyors
Lawyers
Optometrists
Physical Therapists
Physicians and Surgeons
Podiatrists
Professional Counselors
Veterinarians

95. What requirements must be satisfied in order to file as a professional service entity in Colorado?
Such entities file the appropriate constituent filed document for the desired entity form (i.e., Corporation, Limited Liability Company). Additional language may be attached to the constituent filed document to meet the specific language requirements as stated in the appropriate statute governing your professional service entity or as may be required by Regulatory Agencies, or other organic laws.

96. What names are acceptable for a professional service entity?
A professional service entity must register a name that is “distinguishable” from other names in the records of the Secretary of State. See § 7-90-601, C.R.S., for more information and specific details referencing names and the appropriate statute governing your professional service entity.

Registered Agent and Principal Office Information

97. What is a registered agent? Can anyone be a registered agent?
Most entities in the records of the Secretary of State must maintain a registered agent. The registered agent is the individual or business responsible for accepting service of process for an entity. They also accept mailings from the Secretary of State, such as the Annual Report notification. Such person should then forward the documents to the entity.

Restrictions are placed on who can be appointed as a registered agent. Any domestic entity whose usual place of business is in Colorado can be appointed as a registered agent; foreign entities must have both the authority to transact business in Colorado and a usual place of business in Colorado in order to be appointed as a registered agent. For an individual to be appointed as a registered agent, he or she must be at least 18 years of age and have his or her primary residence in Colorado. Additionally, either the individual or business appointed as registered agent must consent to the appointment. As of July 1, 2004, an entity may serve as its own agent. The Secretary of State cannot be appointed as a registered agent for service of process. You may appoint only one individual or business entity to act as a registered agent for your entity. For more information, see § 7-90-102 (55), (56) and (56.5), C.R.S. and § 7-90-701, C.R.S.

98. How do I change the name of the registered agent, the address of a registered agent, or the principal office address?
The two most common forms used to change address or registered agent information are a Statement of Change or an Annual Report if you are within your Annual Reporting period.

99. How do we file officer/owner changes with the Secretary of State?
As of July 1, 2000, the Colorado Revised Statutes were changed to state that reporting entities are no longer required to file officers’ or directors’ names and addresses with the Secretary of State's Office. This information should be managed through your internal records. Though not required, this information may be added to a filing as an attachment.

Tax Information

100. Where do I get my federal employer tax ID (EIN) number?
The Internal Revenue Service (IRS) issues Employer Identification Numbers (EIN’s). It may be helpful to read the IRS publication Employer ID Numbers (EINs).

101. Where do I get my state tax ID number?
The Colorado Department of Revenue issues state tax ID numbers.

102. Where can I find information about taxes or tax exemption?
The Office of the Secretary of State is not involved in either state or federal tax issues. Contact the Internal Revenue Service for federal tax information, or the Colorado Department of Revenue for state tax information.

Trademarks

103. What is a trademark?
A trademark is any word, name, symbol, device or any combination thereof adopted and used by a person to identify goods made or sold or services rendered, and to distinguish them from goods made or sold or services rendered by others. For more information, see Article 70 of Title 7, C.R.S.

104. Can I trademark my business name?
A business name is not generally eligible for registration as a trademark, except when the name is used for advertising or placed on goods, i.e., when the name of the entity is used to describe the source of goods or services. You may wish to contact an attorney to discuss ways of protecting your business name and whether you can trademark your business name.

105. How do I file a trademark in Colorado?
As of May 29, 2007, to file a trademark in Colorado with the Secretary of State’s Office, a Statement of Registration of Trademark form/cover sheet must be electronically filed. Forms submitted on paper will no longer be accepted for filing. To file a trademark, go to the Business Division section of the Secretary of State’s website, select “File a document … creating a new record”, select “Register a trademark”, then select the appropriate trademark registration option. Instructions may be obtained by selecting “Help on this page” from each trademarks’ user interface screen.

106. How long is a trademark effective?
As of May 29, 2007, any new trademark will be effective for a period of 5 years before renewal is required. The 5 year effectiveness period begins on the filing date. If the trademark is renewed on or after May 29, 2007, the trademark is effective for 5 years.

A trademark filed in Colorado prior to May 29, 2007, is effective for 10 years from the date it was filed. If the trademark is renewed prior to May 29, 2007, the trademark is effective for an additional 10 years.

All trademarks can be renewed up to 6 months before the expiration date to extend the effective period. If a trademark is not renewed before the expiration date, the trademark will expire. Expired trademarks cannot be renewed.

107. How do I change trademark information?
To make changes to a trademark, there are different form/cover sheets that can be electronically filed depending on what information you wish to change. The following form/cover sheets are available electronic transactions changing trademark information:

Statement of Change of Trademark Information Changing the Registered Agent Information;
Statement of Change of Trademark Information Regarding Resignation or Other Termination of Registered Agent;
Statement of Change of Trademark Information Changing the Address for Service of Process by Appointing a Registered Agent;
Statement of Change of Trademark Information Changing the Address for Service of Process; and
Statement of Change of Trademark Information Changing the Principal Address. You may use this form to change the registrant’s address unless the registrant is a business entity on file with the Secretary of State’s Office.

Instructions may be obtained by selecting “Help on this page” from the user interface screen for each Statement of Change.

To make the appropriate change, go to the Business Division section of the Secretary of State’s website, select “File a document… affecting an existing record”, then search for the trademark and choose the applicable form/cover sheet from the trademark’s Documents Available for Filing page.

Online filing instructions can be found here.

108. Why doesn’t my color trademark appear in color on the website?
The resources available to the Secretary of State’s Office do not permit scanning documents in color. Therefore, any trademarks submitted prior to May 29, 2007, display in the electronic database in black and white only. As of May 29, 2007, trademarks can be attached as PDF, text and JPG documents. This allows for colorized versions of trademark attachments.

109. Will registering my trademark in Colorado protect it against a federal trademark?
No. Filing a Statement of Trademark Registration with the Secretary of State’s Office does not protect it against a federal trademark or copyright. For more information on filing federal trademarks, contact the United States Patent and Trademark Office. Questions should be addressed to your legal counsel.

110. Can I cancel my trademark filed with the Secretary of State?
No. Trademarks may no longer be cancelled. However, a trademark can be withdrawn. To withdraw a trademark, a Statement of Withdrawal of Trademark Registration may be e-filed. First select “File a document… affecting an existing record”, then search for the trademark to be withdrawn and select Statement of Withdrawal of Trademark Registration from the trademark’s Documents Available for Filing page.

111. Where do I find the class of goods and services (class code) that is required information on the Statement of Registration of Trademark form?
The class codes are available on the United States Patent and Trademark Office website. The class codes can also be found in the Statement of Trademark Registration instructions. To access the instructions, select “Help on this page”.

The list of goods and services conforms to the United States Patent and Trademark Office’s International Schedule of Goods and Services as of May 29, 2007, and as published in 37 C.F.R. § 6.1. For more information refer to § 7-70-101 (1), C.R.S.

112. Will the changes that take place on May 29, 2007, affect my current Trademark filing?
Yes. The renewal period was reduced to 5 years. Trademarks filed prior to May 29, 2007, are still effective for 10 years; however, upon renewal that period will change to 5 years.

Trade Names

113. What is a trade name?
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 § 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 § 7-90-102 (63.3), and Article 71 of Title 7, C.R.S.

114. What laws govern trade names?
Trade names are governed by Article 71 of Title 7 of the Colorado Revised Statutes. The Colorado Revised Statutes are available online by selecting “Business Home” at the top of this page and then selecting “FAQs, Glossary and Other Helpful Information” under the “General Information” column, then clicking on "Helpful Links".

115. Who is required to file a trade name?
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.

116. Trade names for sole proprietors and general partnerships used to be filed with the Colorado Department of Revenue. When did this change?
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.

117. I originally filed at the Colorado Department of Revenue. Am I still a sole proprietor or general partnership?
Yes. Your business form has not changed, just the location of your records. However, new filing requirements and fees will apply.

118. 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?
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.

119. Is the owner/registrant of a trade name required to provide and maintain a Colorado address?
No. The registrant is not required to have a Colorado address.

120. Can I reserve a trade name?
No. Filing a trade name and reserving an entity name are two different transactions. Reserving a trade name is not an option.

121. Will filing a trade name with the Secretary of State protect that name?
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.

122. How do I benefit from filing a trade name?
Filing a Statement of Trade Name allows persons to conduct business under a name that is not their true name. A trade name also creates a record affording the public a way to identify the individual names of persons doing business under a name, other than their true name.

123. 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?
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.

124. Are there different options available for filing a trade name?
Yes, below are the transactions available:

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

A separate Statement of Trade Name form is available for each transaction.

125. How do I file a trade name?
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.

Filing instructions can be found here.

126. 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?
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.

127. Can I use a Department of Revenue form to file at your office?
No. The Secretary of State’s Office will not accept any Department of Revenue forms. As of May 30, 2006, all Statements of Trade Name must be filed online through the Secretary of State's website. Forms previously used by our office will not be accepted.

128. Can I get a certificate of good standing for my trade name?
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, available by going to the Business Division home page and selecting “Forms list” under the GENERAL INFORMATION column..

129. How long is a trade name effective?
A trade name for a non-reporting entity and an individual is effective for one year from the date the statement of trade name became effective.

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.

130. When will a trade name expire?
A trade name for an individual and a non-reporting entity will expire on the first day following the anniversary month of the original filing. 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.

A trade name for a reporting entity will not expire unless the reporting entity becomes Delinquent or is Dissolved. Once the reporting entity’s status becomes Delinquent or Dissolved, the trade name will expire on the first day following the anniversary month the entity became Delinquent or Dissolved. For example, if a reporting entity becomes Delinquent on June 1, 2006, the trade name will expire on July 1, 2007, unless the entity files a Statement Curing Delinquency prior to July 1, 2007, or files a renewal for the trade name.

131. Do trade names need to be renewed?
A trade name for an individual and a non-reporting entity must be renewed annually.

A trade name of a reporting entity in good standing does not need to be renewed because the trade name is effective in perpetuity. A reporting entity in Delinquent or Dissolved status must renew the trade name. However, renewal is not necessary if the delinquency is cured or the entity is reinstated before the expiration date of the trade name. If the trade name expires before the reporting entity cures the delinquency or the entity reinstates, the trade name will have to be re-filed.
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132. When can a trade name be renewed?
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 Delinquent or Dissolved reporting entity can renew a trade name at any time during the three months prior to its expiration date. Trade names of reporting entities in good standing do not need to be renewed. See FAQ # 130.

133. Will I be notified when my trade name renewal is due?
The Secretary of State’s Office will send a renewal notice no later than the first day of the calendar month in which the trade name was originally filed. For example, if a trade name was filed on June 15, 2006, notification will be mailed no later than June 1, 2007.

Each person is responsible for timely renewal of the trade name, regardless of notification. Expired trade names cannot be renewed.

134. Another company is using my trade name. Why were they able to file a Statement of Trade Name using the same name?
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.

135. If two persons have filed the same trade name, how do I know with whom I have been doing business?
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.

136. 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?
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. See FAQ # 126 for information on obtaining a copy of a trade name registration document filed with the Department of Revenue.

137. I no longer want my trade name. What do I file?
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.

138. Can I transfer my trade name to someone else?
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.

139. My trade name has a status of Expired. Why?
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. For information regarding expiration dates, see FAQ # 130.

140. Can I renew an expired trade name?
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.

141. The filing date of my trade name is different than the effective date. When is my renewal date?
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.

142. What happens to a trade name after a reporting entity converts into a non-reporting entity?
If the conversion results in an entity that is not required to file an annual report, as in a general partnership, the trade name would be required to be renewed within one year in order to remain effective.

143. What happens to a trade name after a conversion, when the resulting entity is no longer qualified to transact business in Colorado?
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.

144. 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?
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.

Filing instructions can be found here.

145. How do I prove that my trade name was filed with the Department of Revenue before it was filed with the Secretary of State?
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.

Last Revised August 24, 2009 at 5:00 PM