Instructions for Completing a Statement of Correction Correcting a Mistakenly Filed Domestic Entity that was meant to be a Different Form of Domestic Entity

Use these instructions when completing a Statement of Correction Correcting a Mistakenly Filed Domestic Entity that was meant to be a Different Form of Domestic Entity pursuant to §7-90-305 of the Colorado Revised Statutes (C.R.S.). Provide only information required or permitted to be included in the document by Colorado law. The form must be completed on a computer or typewriter. Handwritten forms will not be accepted. The completed form must be in English and must state the name(s) and address(es) of at least one individual causing the document to be delivered for filing. 

The required form/coversheet must be used when filing the document. For legal authority, refer to § 7-90-301 and § 7-90-302, C.R.S. You may include additional information in an attachment to the form/coversheet. Any attachment becomes part of the document. If there is a conflict between information in the attachment and the form/coversheet, the information in the form/coversheet controls. Information provided in a case-sensitive format will be retrieved and displayed in the same format. Visit our Web site at www.sos.state.co.us and click “Businesses, trademarks, trade names” for a copy of a document after filing, Certificates of Good Standing, other electronic services, and other information.  For answers to general filing questions consult the Frequently Asked Questions (FAQs), also on our Web site.

 

Instructions

ID Number: The ID Number is the 11 digit number assigned to the record by the Business Division of the Colorado Secretary of State’s Office. This ID number is specific to the Business Division of the Colorado Secretary of State’s Office. It is not a state or federal tax number. To locate the ID number, visit our website at www.sos.state.co.us. Click on “Businesses, trademarks, trade names” and then on “Search Business Database” and search for the entity. The ID number is listed on the record’s Summary page. This ID number must be indicated on all documents related to an existing record in the records of the Colorado Secretary of State.

Entity Name: State the name of the entity exactly as shown in the records of the Business Division of the Colorado Secretary of State’s Office.

Document Number: State the 11 digit number of the document that is being corrected. The document number is listed on the record’s “History and Documents” page on the website.

Constituent Filed Document: The Articles of Incorporation, Articles of Organization, Certificate of Limited Partnership, Articles of Association, Statement of Registration or other document of similar import to be filed or recorded by or for an entity in Colorado under Colorado law is attached. This is the corrected document that is being filed to replace the previous document that was filed in error.

Additional Information: Mark the box if additional information is permitted or required by law to be included in the document. This will allow additional information to be attached.

Notice: This section describes the legal authority for filing this document. Refer to § 7-90-301.5, C.R.S. for more information.

Individual Causing Delivery: Pursuant to § 7-90-301.5, C.R.S., each individual causing the document to be filed is responsible for complying with the applicable statutes. Provide the last name, first name and address of at least one individual causing the document to be delivered for filing. A middle name or initial and a suffix are optional. The mailing address, including the city, state and ZIP/postal code, must be provided. Any address outside of the United States must include the country and, if applicable, the province.

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

Additional Individuals Causing Delivery: Select this box 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: These instructions, and the related form/cover sheet, 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/cover sheet 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/cover sheet. Questions should be addressed to the user’s attorney.

 

Instructions for Completing the Constituent Filed Document

Entity Name: State the name of the entity using the appropriate designators. A "designator" is a term or abbreviation that is included in your entity or business name. Most business entities are required to include a designator in their name. For more information, http://www.sos.state.co.us/pubs/business/helpFiles/designators.html

If you are correcting more than the appropriate designator in the entity name, you may want to check for the availability of the corrected name here http://www.sos.state.co.us/biz/NameCriteria.do

Principal Office Address:

Principal Office Street Address: A street address is required. Provide the street name and number, including the suite, unit or apartment number, if applicable. The city, state and ZIP/postal code must also be provided. Any address outside of the United States must include the country and, if applicable, the province.

Example: 123 N. Main Street, Apt 101
               Denver, Colorado 80202

Principal Office Mailing Address: A mailing address is optional. If the mailing address is different than the street address, or mail cannot be delivered to the street address, provide the address, including the city, state and ZIP/postal code where mail is to be delivered. Any address outside of the United States must include the country and, if applicable, the province.

Example: P.O. Box 854
               Lakewood, Colorado 80228

Registered Agent Information:

Registered Agent Name: Provide the name of the registered agent. A registered agent must be one of the following: an individual age 18 years or older whose primary residence or usual place of business is in Colorado; a domestic entity having a usual place of business in Colorado; or a foreign entity authorized to transact business or conduct activities in Colorado that has a usual place of business in Colorado. If the registered agent is an individual, a last name and a first name must be provided. When providing the registered agent’s name, only list the individual name or the entity name of the registered agent. Do not provide both names. For legal authority, refer to § 7-90-701, C.R.S.

Registered Agent Street Address: A street address in Colorado is required. Provide the street name and number, including the suite, unit or apartment number, if applicable, of the registered agent’s street address. The city and ZIP code must also be provided. The state field will be pre-filled with “CO”. If the registered agent is an entity, provide the street address of the registered agent’s usual place of business in Colorado. If the registered agent is an individual, provide the street address of either the registered agent’s primary residence in Colorado or the registered agent’s usual place of business in Colorado. 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 Registered Agent Consent: The registered agent must consent to being appointed as the registered agent for the entity. Mark the box to affirm the statement. If the box is not marked, the document will not be accepted. The statement regarding registered agent consent is required by § 7-90-701 (3), C.R.S.

Name and Mailing Address of the Person Forming the Entity: Provide the name and mailing address of each person who is forming the entity. A “mailing address” is an address where mail can be delivered. A person who is forming the limited liability company must be either an individual who is age 18 years or older or a business entity. If an individual is one of the persons forming the limited liability company, a last name and a first name must be provided. If the entity has more than one organizer, click the “Yes” button and include an attachment stating the name and mailing address of each additional organizer.

Additional Information: Mark the box if additional information is permitted or required by law to be included in the document. This will allow additional information to be attached.

Delayed Effective Date (optional)Leave this field blank.

Notice: This section describes the legal authority for filing this document. Refer to § 7-90-301.5, C.R.S. for more information.

Individual Causing Delivery: Pursuant to § 7-90-301.5, C.R.S., 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. A middle name or initial and a suffix are optional. The mailing address, including the city, state and ZIP/postal code, must be provided. Any address outside of the United States must include the country and, if applicable, the province.

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

Additional Individuals Causing Delivery: Click the “Yes” button 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: These instructions, and the related form/cover sheet, 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/cover sheet 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/cover sheet. Questions should be addressed to the user’s attorney.

 

If Applicable, Other Information

Management: Indicate whether the limited liability company is managed by managers or by members.

Statement Regarding Members: A statement that there is at least one member of the limited liability company is required by § 7-80-204, C.R.S. Mark the box to affirm the statement. If the box is not marked, the document will not be accepted.

Number and Class of Each Type of Shares: The articles of incorporation must state the classes of shares and the number of shares of each class that the corporation is authorized to issue. This section has three options: 1) A number can be entered in the text field. 2) An attachment stating the classes and numbers of shares can be included by clicking on the “Yes” button. 3) A number can be entered and an attachment included. At least one share must be authorized. For more information, refer to § 7-106-101, C.R.S.

Voting Members: Mark the applicable box to indicate whether the corporation will have voting members.

Distribution Upon Dissolution: If a nonprofit corporation plans to apply for exemption status with the IRS, see the IRS Web site at www.irs.gov. The distribution of assets upon dissolution refers to language required to be included in the Articles of Incorporation of a nonprofit corporation pursuant to section 7-122-102, C.R.S.

Statement Regarding Partners: A statement that there are at least two partners in the partnership, and that at least one is a limited partner is required by § 7-62-201, C.R.S. Mark the box to affirm the statement. If the box is not marked, the document will not be accepted.

Purpose: State the purposes for which the association is formed. If additional space is needed, select the “Yes” button in the Additional Information section to include an attachment stating the additional information.

Statement Regarding Management: If management is vested in the members or in one or more classes of members as provided in § 7-63-110 (3), C.R.S. select the “Yes” button. Otherwise, click the “No” button. If not all classes of members are vested with management, select both “Yes” buttons. If both “Yes” buttons are marked, the Manage Attachments page will appear after clicking on “Submit” at the bottom of the online form. The attachment must state the name of each of the classes of members and indicate which classes are vested with management and which classes are not vested with management

Bylaw Provisions: If notice of provisions of the bylaws concerning the authority of officers and managers or otherwise restricting the application of § 7-63-111, C.R.S. is to be given, select the “Yes” button and include an attachment stating the bylaw provisions.