Instructions: Statement of Correction Correcting a Mistakenly Filed Domestic Entity that was meant to be a Foreign Entity

Important information

Use these instructions when completing a Statement of Correction Correcting a Mistakenly Filed Domestic Entity that was meant to be a Foreign 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 required form must be used when filing the document. For legal authority, refer to § 7-90-301 and § 7-90-302, C.R.S.

The form must be typewritten. Handwritten forms will not be accepted. The completed form must be in English and all fields must be completed unless otherwise specified. The information you provide must match exactly with what we have on file in our office if your record already exists.

Any attachment becomes part of the document. If there is a conflict between information in the attachment and the form, the information in the form takes precedence. The information you provide will be entered exactly as displayed on the form; including lowercase and uppercase letters. 

This correction will correct the entity’s jurisdiction to a foreign jurisdiction. To make any other corrections, file the appropriate transaction.

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 website.

 

Instructions

ID number

Enter the 11-digit ID number that was assigned to the originating record for the entity in the ID number line. To locate the ID number, visit our website at www.sos.state.co.us. Click on “Business” and then on “Search Business Database” and search for the entity using the entity name. The ID number is listed on the business record’s Summary page. It is not a state or federal tax ID number.

 

Entity name

State the name of the entity exactly as shown in the records of the Colorado Secretary of State’s Office. This form cannot be accepted if the name on the form does not exactly match the name on the record.

 

Document number

State the 11 digit number of the document that is being corrected. This document number is specific to the Colorado Secretary of State’s Office. To locate the document number, visit our website at www.sos.state.co.us. Click on “Business” and then on “Search Business Database” and search for the entity using the entity name. From the business record’s Summary page, select “Filing history and documents”. Locate the transaction you would like to correct and use the corresponding document number in the line. It is not a state or federal tax ID number.

 

Statement of Foreign Entity Authority

Complete the attached Statement of Foreign Entity Authority and attach it to your filing.

 

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. Each entity’s legal requirement may vary. Seek legal counsel if you are unsure. This attachment will be a part of the record and becomes available to the public. Attachments included in this filing will not be returned to the filer – retain the original copy for your records.

 

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

If you select this box, you must 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, 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 filer. Questions should be addressed to legal counsel.

 

Instructions: Statement of Foreign Entity Authority

Entity ID number  

The entity ID number is the number the Colorado Secretary of State assigned to the entity after it registered in Colorado. It is not a state or federal tax number.

For an existing entity that mistakenly filed as a domestic entity, the entity ID number should be the ID number assigned at the time of registration. This can be found on the entity’s Summary page. The ID number and name both need to match what’s currently on record, or the filing will be rejected.

 

Entity name

The entity name field will be the same as it appears on the record. This can be found on the entity’s Summary page. The ID number and name both need to match what’s currently on record, or the filing will be rejected.

 

True name (if different)

The true name may be the same name as the entity name. If the true name is different from the entity name, provide the true name. The true name, with respect to a foreign entity, is the name as used in the entity’s jurisdiction of formation. The true name, with respect to a partnership, is the name under which it most commonly transacts business or conducts activities in Colorado. You may leave this field blank if you have not previously registered a true name with our office.

 

Form

Provide the form of the entity in the field provided. Examples of entity formations include:

  • Foreign Corporation
  • Foreign Limited Liability Company
  • Foreign Limited Partnership
  • Foreign Limited Liability Partnership
  • Foreign Limited Liability Limited Partnership
  • Foreign Limited Partnership Association
  • Foreign Nonprofit Corporation
  • Foreign Cooperative
  • Foreign Limited Cooperative Association
  • Foreign Other

Refer to the glossary for definitions of each form type.

Caution: A sole proprietor(ship) is not a recognized form of entity. This Statement of Foreign Entity Authority cannot be used to file a sole proprietorship. [1]

 

Jurisdiction

Provide the state, province, or country who has jurisdiction where the entity is formed.

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

A principal office street address is required. The street address must be a physical address and  cannot be a post office box.

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 name

Provide the name of the registered agent.

The registered agent is the individual or business responsible for accepting service of process for an entity and must be in Colorado. The registered agent is responsible for forwarding service of process to the entity. Refer to registered agent and principal office address FAQs[2]  

 

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” since the registered agent must be located in Colorado. 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 registered agent consent 

The registered agent must consent to being appointed as the registered agent for the entity. Check the box to affirm the statement. The statement regarding registered agent consent is required. [3]

 

Date of commencing business in Colorado

Provide the date the foreign entity commenced or expects to commence transacting business in Colorado. The date must be provided in the following format: mm/dd/yyyy. This will be the formation date located on your Summary page.

 

Additional information

Select the checkbox if additional information is permitted or required by law to be included in the document. If selected, include the attachments when filing this document.

 

Delayed effective date

Leave this field blank.

 

Notice

This section describes the legal authority for filing this document. [4]

 

Individual causing delivery  [5]

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, select the checkbox and 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.

  

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 Foreign Entity Authority filed pursuant to § 7-90-803 of the Colorado Revised Statutes (C.R.S.).

[1] | 7-90-102 (13) and (23), C.R.S.
[2] | 7-90-102 (55), (56) and (56.5), C.R.S. and 7-90-701, C.R.S.
[3] | 7-90-701 (3), C.R.S.
[4] | 7-90-301.5, C.R.S.
[5] | 7-90-301.5, C.R.S.