Registered agent

Q1. What's driving the change in registered agent requirements?

A1. Due to recent changes in Colorado law in 2024 individuals serving as registered agents are required to hold a valid, current Colorado driver's license or identification card. As part of the law change, business entities that choose an individual will need to validate that their registered agent holds a Colorado driver's license or identification card by providing the registered agent's Colorado ID number.

Q2. Can anyone be a registered agent?

A2. The registered agent can be either an individual or an entity.

An individual:

• Must be over the age of 18.
• Must have either their primary residence in Colorado (i.e., they must live in Colorado) or a usual place of business in Colorado.
• Must hold a current, valid Colorado driver's license or ID card, or verify their residency status with our office.

An entity:

• Must be in good standing with the Colorado Secretary of State.
• Must have a usual place of business in Colorado.
• Foreign (outside of Colorado) entities must also have authority to transact business in Colorado.
• May serve as its own registered agent after registering and if it is in good standing. (This is a 2-step process requiring a filer to (1) first select either an eligible individual or another entity as the registered agent during registration and (2) after registering, file a change to self-select the entity to serve as its own registered agent.)

Additionally:

• The registered agent must consent (agree) to be the registered agent.
• The Secretary of State cannot be appointed as a registered agent.
• You may appoint only one individual or entity to act as a registered agent for your entity.

For more information, see sections 7-90-102 (55), (56) and (56.5), C.R.S. and section 7-90-701, C.R.S.

Q3. What is a registered agent and why must they have a Colorado address?

A3. A registered agent is an individual or a company that is your official point of contact in Colorado to receive service of process, legal and state documents, and relay these communications to your business. Colorado law requires the registered agent to have a physical address in Colorado.

Almost all entities on record with the Secretary of State must have a registered agent listed with a Colorado address, even if their business is located in a different state. Failing to appoint and maintain a registered agent can result in severe penalties for the entity and sometimes, its owners. For example, an entity may be unaware that it has been sued and a court could issue an automatic judgment against it because it failed to respond to the complaint.

A registered agent isn't necessarily an owner, officer, director, or similar person, but it can be.

There are professional registered agents for hire in Colorado. You can appoint them as long as you have their consent.

Q4. I want to select myself as an individual to serve as an entity's registered agent but I do not have a Colorado driver's license or Colorado identification card. Can I still serve as a registered agent?

A4. Yes. But if you do not have a Colorado driver's license or Colorado identification card, you must verify your Colorado residency status with our office by another method.

The process requires you to first request a business passcode which will be mailed to the registered agent's physical street address.

• Because a passcode letter must go through the State's mail system before entering the United States Postal Service, it may take a week or longer to be delivered.
• Once you receive the passcode, you would return to this website to enter it and proceed with your filing.
• You will not be able to complete your filing until the passcode is entered into our system.

The passcode will expire 45 calendar days from the date it is issued. If the passcode is not submitted within this period, you will need to request a new business passcode to complete your filing.

Q5. What does "usual place of business in Colorado" mean?

A5.  "A usual place of business located in Colorado" means that the registered agent has a physical street address located in Colorado and that the place is customarily open during normal business hours. This is a place where the registered agent can physically in person accept documents for the entity.

Commercial or P.O. Box addresses cannot be used as a registered agent's physical street address.

Q6. What if the registered agent has a mailing address that's different from their physical street address?

A6.  If the registered agent has a mailing address different from their physical street address, it should be entered in the registered agent's mailing address section in the filing, and not in the registered agent street address section. This different mailing address may be a commercial or P.O. Box but must also be located in Colorado.

Q7. What does a registered agent do?

A7. A registered agent receives service of process and other legal documents for the entity. Service of process is notice that there is a lawsuit filed against the entity. Usually, this involves serving the defendant with a document called a summons. The summons is often accompanied by a complaint. The summons may be served on the registered agent. By serving process on the registered agent, the court obtains jurisdiction over the entity.

Not having a registered agent available to receive service of process does not mean that the company cannot be sued. A court can obtain jurisdiction in another manner.

However, that other manner may not be as reliable as serving the registered agent and may result in the company not getting timely notice of the lawsuit and not being able to mount a defense. If the entity is unaware that it has been sued and fails to respond, a court could issue an automatic judgment (default judgment) against it.

In addition to receiving service of process in connection with a lawsuit against the entity directly, the registered agent receives other mission-critical documents, such as:

• Notice of garnishment proceedings against an employee
• Litigation documents once the lawsuit is underway, including motions or requests to produce documents
• Legal notices
• Government correspondence, such as notices of annual report deadlines and tax notification
• Other compliance-related documents

Although these documents might be very different, they all have one common element. Each one contains vital, time-sensitive information.

Q8. What happens if you don't have a registered agent?

A8. When you form an entity, you must appoint an initial registered agent. The state won't accept your document if you do not do so.

However, it is not enough to have a registered agent at the time of formation or registration. The current registered agent must be listed on the entity's periodic report which is filed annually. The entity needs to file a change of registered agent form whenever the agent information changes.

If you don't maintain a registered agent, your entity is at risk in four ways.

• You may not receive critical information that you need. For example, if your entity is sued and there is no registered agent to receive the summons, the plaintiff can serve your entity in another way — one that may not result in your entity responding to the summons in time. The plaintiff can then proceed with the lawsuit — without your entity. A default judgment can be entered against your entity even if the lawsuit was frivolous and you could easily have won the case. By the time the judgment is enforced against your entity's assets, it may be too late to undo the damage.
• Your entity risks its good standing with the state. Losing good standing can have a serious impact on your business. It can prevent your entity from bringing a lawsuit in the state, expanding into other states, or obtaining financing that you need to expand your business.
• Your business (and you personally) may be hit with fines and penalties for noncompliance.
• Your entity status will be changed to delinquent.

Q9. How do I update the name or address of the registered agent?

A9. You can update the registered agent information while filing your periodic report.

Otherwise, you could file a Statement of Change if the agent's information has changed, or you can file a Statement of Correction if the information was incorrect and needs to be corrected. These filings are available at any time.

You can also update the registered agent information while filing a Statement Curing Delinquency if the entity is in Delinquent status.

If you select a different entity or a different individual as a registered agent, they must still satisfy the registered agent criteria outlined in A2 above.

Q10. Do I still need a registered agent if my entity is in Delinquent or Withdrawn status?

A10. Domestic entities must retain a registered agent.

A foreign entity may elect to keep a registered agent when withdrawing their entity. If electing not to have a registered agent, then correspondence will be delivered to the principal office address on file.

Q11. How do I submit service of process on an entity when the registered agent isn't located at the address shown in the entity's record or there is no registered agent?

A11. If the registered agent of record cannot be physically located and personally served with service of process, the entity may be served "by registered mail or by certified mail, return receipt requested, addressed to the entity at its principal address." Section 7-90-704(2), C.R.S.

We suggest talking to an attorney or business advisor if you have questions.