Instructions: Statement of Foreign Entity Withdrawal

 Use these instructions when completing a Statement of Foreign Entity Withdrawal pursuant to section 7-90-806 of the Colorado Revised Statutes (C.R.S.). Provide only information required or permitted to be included in the document by Colorado law. Information included in the document 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. You may include additional information in an attached document. If there is a conflict between information in the attachment and the form/coversheet, the information in the form/coversheet controls over information in the attachment. Carefully review the information you provide.  Mistakes may have legal consequences. The Colorado Secretary of State’s 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 form/cover sheet. Do not include personal identifying information, such as a social security number. All information entered in the form/cover sheet or included in an attachment will become a public record and will be immediately accessible on the Colorado Secretary of State’s website. In order to obtain a copy of the filed document or access additional information, including Frequently Asked Questions (FAQs), visit our website, www.sos.state.co.us.

 

Instructions

A foreign entity may use the Statement of Foreign Entity Withdrawal to withdraw its authority to transact business in Colorado.

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

Entity Name: The entity name is the name the foreign entity uses to transact business in Colorado.  The entity name is usually the entity’s true name as used in the entity’s jurisdiction of formation.  However, if the entity’s true name was not available in Colorado when the entity registered, the entity would have been required to provide an assumed entity name.  If an assumed entity name was provided, the entity name will be the assumed entity name.  The entity name cannot be changed when filing a Statement of Foreign Entity Withdrawal.

True Name (if different from the entity name): If a foreign entity’s true name from its jurisdiction of formation was not available in Colorado when the entity registered for authority to transact business, the entity would have been required to provide an assumed entity name.  The assumed entity name would have become the entity name in Colorado, so the entity’s true name would be different from the entity name.   The true name cannot be changed when filing a Statement of Foreign Entity Withdrawal.

Jurisdiction of Formation:  The jurisdiction of formation is the state or other jurisdiction where the entity was formed.  The jurisdiction cannot be changed when filing a Statement of Foreign Entity Withdrawal.

Registered Agent / Service of Process Information: The registered agent information may be pre-filled. Any pre-filled information may be changed or deleted as necessary. The foreign entity is required to indicate whether or not a registered agent will be maintained for service of process.  If a registered agent is not maintained, service of process may be delivered using alternative methods, such as delivery to the entity’s principal office, as described in section 7-90-704 (2), C.R.S.

Registered Agent Name: Provide the name of the registered agent. A registered agent is responsible for receiving service of process on behalf of the entity.  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 an individual name or an entity name. Do not provide both names. For legal authority, refer to section 7-90-701, C.R.S.

Registered Agent Street Address: A street address 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 section 7-90-701 (3), C.R.S.

Principal Office Address:  The principal office street and mailing address may be pre-filled. Any pre-filled information may be changed or deleted as necessary.

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

Statement Relinquishing Authority: You must adopt the statement indicating the entity will no longer transact business or conduct activities in Colorado and that it relinquishes its authority to transact business or conduct activities in Colorado.  Mark the box to adopt the statement.

Statement Regarding Withdrawal of Trade Names: You must adopt the statement  indicating the registration of all trade names registered by the entity with the Secretary of State pursuant to

Article 71 of Title 7, C.R.S., and any entity name pursuant to section 7-90-603, C.R.S., are withdrawn upon the filing of the Statement of Foreign Entity Withdrawal.  Mark the box to adopt the statement. 

Additional Information:  Click the “Yes” radio button if additional information that is permitted or required by law will be included in the document as an attachment. After clicking on “Submit” at the bottom of the page, the Manage Attachments page will appear. On the Manage Attachments page, you will be able to attach additional information as a plain text (.txt) or PDF (.pdf) document. Information regarding attachments.

Delayed Effective Date (optional):  Leave this field blank if you want the document to take effect immediately. The effective date of this document may be delayed up to 90 days after filing with the Colorado Secretary of State’s office. If you do not want the document to become effective immediately, enter the date and, if appropriate, time that you want the document to become effective. If only a date is entered into the box, then the document will become effective at 11:59 p.m. on that date. Mountain Time controls the filing date and time. For legal authority, refer to sections 2-4-109 and 7-90-304, C.R.S.

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

Individual Causing Delivery:  Pursuant to section 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 only one individual is causing this document to be filed, leave the “No” option marked. 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, of each individual. 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 furnished 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 the form/cover sheet. Questions should be addressed to your legal, business, or tax advisor(s).