Dissolution and reinstatement
- Q1. My entity became delinquent or 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?
- A1. Prior to October 1, 2005, failure to file a Periodic Report or maintain a registered agent resulted in administrative dissolution. After October 1, 2005, an entity’s status would be changed to “Delinquent” for failure to file a Periodic Report or maintain a registered agent.
Prior to July 1, 2004, names of administratively dissolved entities were not available for another business to use for 120 days after the date of the administrative dissolution. On the 121st day, the name would become available for use. After July 1, 2004, the names of administratively dissolved and delinquent entities remain unavailable for 400 days from the date of administrative dissolution or delinquency. On the 401st day, the entity name is changed to include the word “dissolved” or “delinquent” and the date of dissolution or delinquency. The original entity name then becomes available.
- Q2. When does a name become available for use after Articles of Dissolution are filed?
- A2. 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.
- Q3. How can I reinstate my dissolved entity?
- A3. 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 that is being used by the entity.
Instructions for filing documents.
- Q4. Where can I find the Colorado statute under which the entity I am reinstating existed immediately prior to dissolution?
- A4. The original constituent filed document 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 section 7-80-111, C.R.S., or as the name of an act. Help with the Colorado Revised Statutes.
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.
- Q5. How can I reinstate an entity not found while searching the Secretary of State’s database?
- A5. If you cannot find your record on the website, contact the office for information about retrieving a record that is not available online. 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 submitting a Business services request form (PDF), which is available by clicking on “Certificates, copies and apostilles” on the Business Home page.
The Secretary of State’s office will conduct the non-digital search and rebuild the record for the entity. Once the record has been rebuilt, you will be able to file Articles of Reinstatement.
- Q6. I have submitted my reinstatement and the page now says "Manage Attachments". What do I need to do?
- A6. 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, go to the bottom of the form 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.
- Q7. I'm no longer operating my business. What should I do next?
- A7. Depending on the type of business you were operating, you may have different options for dissolving or otherwise indicating the business is no longer operating. For example, a corporation may file Articles of Dissolution, or a limited liability company may file a Statement of Dissolution. A sole proprietor using a trade name could file a Statement of Trade Name Withdrawal. Filing Articles of Dissolution or a similar document will create a public record that your business or organization is no longer operating and is winding up its affairs. Filing these documents may have legal or tax implications.
Alternatively, if you do not file any document, your business record will become Delinquent for failing to file a Periodic Report. Similarly, if you are operating a sole proprietorship or general partnership, and you do not withdraw or renew your trade name, the trade name will expire. A status of Delinquent or Expired only indicates that a record was not maintained with the Secretary of State’s office, not necessarily that the business is no longer operating.
- Q8. How do I dissolve my business?
- A8. You may file Articles of Dissolution or a similar document to indicate that your business has dissolved and is no longer operating. Filing a dissolution document may have legal or tax implications. Dissolution may require actions other than filing a document with our office.
Instructions for filing the Articles of Dissolution or a similar document