Instructions: Converting a Domestic Reporting Entity into a Foreign Entity that’s not Qualified to do Business in Colorado

Note: If a converting domestic entity intends to conduct business as a foreign entity in the state of Colorado, then they will need to complete another filing after converting to requalify pursuant to 7-90-803. The link to requalify for foreign entity authority can be found in your record under “Documents available for filing”. These instructions are for an existing domestic entity to convert into a foreign (not in Colorado) entity.

 

Terms

The following terms are used in these instructions.

Resulting entity: a resulting entity is the entity that is produced after the Statement of Conversion is filed.

Converting entity: a converting entity transitions their entity type.

 

Terms

The following terms are used in these instructions.

 

Converting entity name, form, and jurisdiction

These fields are all pre-filled with the entity information in the records of the Colorado Secretary of State. This information cannot be changed by filing this document.

 

Principal office street address of the converting entity

These fields are all pre-filled with the entity information in the records of the Colorado Secretary of State. Enter the street address of the principal office. Include the suite, unit or apartment number, if applicable. If the address is outside of the United States, include the country and province (if applicable). This must be a physical address.

 

Principal office mailing address of the converting entity

If different from the street address, list the complete address where mail may be delivered.

 

True name

Provide the true name of the resulting entity. [1]

 

Form

Select the form of the entity from the drop-down list. If the form does not appear in the drop-down list, select “Other”, and enter the form of entity in the field provided. Refer to the glossary for definitions of each form type.

Caution: A sole proprietor(ship) is not a recognized form of entity. [2]

 

Jurisdiction

Select the jurisdiction under the law of which the entity is formed. If the jurisdiction does not appear in the drop-down list, select “Other” and enter the jurisdiction in the field provided.

The term ‘foreign’ defines any entity formed outside the state of Colorado. This is a term commonly used by all states to identify entities formed outside of their state.

 

Principal office street address of the resulting entity

These fields are all pre-filled with the entity information in the records of the Colorado Secretary of State. Enter the street address of the principal office. Include the suite, unit or apartment number, if applicable. If the address is outside of the United States, include the country and province (if applicable). This must be a physical address.

 

Principal office mailing address of the resulting entity

If different from the street address, list the complete address where mail may be delivered.

 

Service of process on resulting entity

Indicate how the resulting entity will receive service of process. Service of process includes summons, complaint, or notice of a legal proceeding delivered to a person, i.e., a registered agent. The conversion of a domestic entity into a foreign entity requires the resulting foreign entity to either maintain a registered agent in Colorado or to designate the entity’s principal office address as the address for service of process. [3]

Note: If the resulting entity plans to qualify for the authority to transact business in Colorado, they must have a registered agent with an address in Colorado.

 

Service by mail

The entity may elect to receive service of process by mail by selecting, “The resulting foreign entity does not maintain a registered agent in this state and service of process may be addressed to the entity and mailed to the principal address pursuant to § 7-90-704 (2), C.R.S.” By selecting this option, the entity will have designated the principal office street or mailing address of the resulting foreign entity as the address for service of process. You must delete all pre-filled fields in the agent information section if selecting this choice.

 

Appointing a registered agent

The entity may elect to appoint a registered agent by selecting, “The resulting foreign entity maintains a registered agent to accept service pursuant to § 7-90-204.5, C.R.S. The person appointed as registered agent has consented to being so appointed. Such registered agent’s name and address are . . .”.

 

Registered agent name

Provide the name of the registered agent if an individual, or the registered agent’s entity name. Do not provide both.

The registered agent is the individual or business responsible for accepting service of process for an entity and must be in Colorado. Service of process includes summons, complaint, or notice of a legal proceeding delivered to a person, i.e., a registered agent. The registered agent isn’t necessarily an owner or director. The registered agent is responsible for forwarding service of process to the entity. Refer to registered agent and principal office address FAQs[4]

 

Registered agent street address

A registered agent street address is required. Provide the street name and number, including the suite, unit or apartment number, if applicable. The state field will be pre-filled with “CO”. A city and ZIP code must also be provided.

The street address must be a physical address and cannot be a post office box.

 

Registered agent mailing address

A mailing address is optional. If the registered agent’s mailing address is different from the registered agent’s street address, or mail cannot be delivered to the street address, provide an address in Colorado where mail may be delivered. The state field will be pre-filled with “CO”. A city and ZIP code must also be provided.

 

Statement regarding conversion

A statement is required that the converting entity has been converted into the resulting entity. [5]

 

Additional information

Select “Yes” if additional information is permitted or required by law to be included in the document. After clicking on “Submit” at the bottom of the online form, the system will proceed to the Manage Attachments page. This will allow additional information to be attached as a plain text (.txt) or PDF (.pdf) document. Information about attachments.

 

Delayed effective date (optional)

If you want the document to take effect immediately, leave “Yes” selected and the date field blank.  

If you don’t want the document to become effective immediately, select “No” and enter the date and time (time is optional) that you want the document to become effective in the box. If only a date is entered into the box, then the document will become effective at 11:59 PM on that date. The effective date of filing can be delayed up to 90 days maximum. All filing dates and times are in Mountain Standard Time. [6]

 

Email notification

Our office can send you email notifications about due dates and other events affecting this business record.

 

Notice

This section describes the legal authority for filing this document. [7]

 

Individual causing delivery  [8]

Each individual causing the document to be filed is responsible for complying with the applicable statutes. Provide the last name and first name of at least one individual causing the document to be delivered for filing. Enter the individual’s mailing address, including the city, state and ZIP/postal code. If the address is outside of the United States, include the country and, if applicable, the province.

Example:

Smith, John 
123 N. Main St., Apt 101 
Denver, Colorado 80122

 

Additional individuals causing delivery

If more than one person is causing this document to be filed, mark “Yes” to include an attachment with the names and addresses of additional individuals causing the document to be filed. The attachment must provide the name of each additional individual, including their last name and first name. A middle name or initial and a suffix are optional. Also provide the mailing address, including the city, state and ZIP/postal code. Any address outside of the United States must include the country and, if applicable, the province.

 

Disclaimer

Instructions, and the related form, are not intended to provide legal, business, or tax advice, and are offered as a public service without representation or warranty. While the related form is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form. Questions should be addressed to the user’s attorney.

 

Submit

Selecting the Submit button will navigate to either the “Manage Attachments” page or the “You’re not done yet” page to review the information. If you select Submit and the next page does not display, first check for error messages at the top of the form. Your document won’t be filed until after payment.

 

Note

Review the form carefully; mistakes may have legal consequences. Our office cannot provide legal advice. Questions should be addressed to your legal, business, or tax advisor(s). Only provide information that is required or permitted to be included in the document. Information included in the document must be in English, and must state the name and address of at least one individual causing the document to be delivered for filing.

Statement of Conversion filed pursuant to § 7-90-201.7 (1) of the Colorado Revised Statutes (C.R.S.).

 

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[1] | 7-90-601, C.R.S. 
[2] | 7-90-102 (13) and (23), C.R.S. 
[3] | 7-90-204.5, C.R.S. 
[4] | 7-90-102 (55), (56) and (56.5), C.R.S. and 7-90-701, C.R.S
[5] | 7-90-201.7, C.R.S.
[6] | 2-4-109 and 7-90-304, C.R.S. 
[7] 7-90-301.5, C.R.S.
[8] 7-90-301.5, C.R.S.