Reviewed by Christina Dixon

Christina Dixon
Contributor

There are many rules to follow when you form a Colorado corporation, so it pays to do your research first. In Colorado, a corporation must file an initial report within two months of filing its Articles of Incorporation. You can learn more about the corporation filing process and maintenance requirements in Colorado below. If you decide a corporation is appropriate for your business, Rocket Lawyer can take you step by step through the filing process to make this as easy as possible.
 

Get Started Start your Colorado incorporation Answer a few questions. We'll take care of the rest.


Colorado Processing Times and Fees


Most states offer both standard and expedited processing times for your corporation paperwork, and Colorado does too. To help you choose the best option for you, we have a list of the average wait times for each. Colorado charges the same fee for both standard and expedited filing options. You can see all Colorado fees under the “compare pricing” section in our incorporation center.

Choosing Between a Colorado S Corp and a C Corp

 
An S Corp and a C Corp are the same in terms of limits on liability, structure, management and compliance documents. When deciding which one is best for you, consider these differences:
  • Ownership rules: With a C Corp, you can have unlimited shareholders and stock classes. An S Corp is limited to one stock class and 100 shareholders. Shareholders in an S Corp must be legal residents or citizens of the United States.
  • Taxes: A C Corp is taxed as a separate entity from shareholders. This means the C Corp pays taxes on the corporation's income, and individual shareholders may also pay taxes on the dividends they receive. S Corps are considered “pass through” entities and do not pay corporate taxes. Instead, the owners pay taxes individually on their shares of the income.
  • Documents: A C Corp is the default corporate structure. In order to become an S Corp, you need to file IRS Form 2553, Election by a Small Business Corporation.

Personnel Requirements

 
States set their own personnel requirements for corporations. These are Colorado's requirements:
  • Age requirement: Directors in a Colorado corporation must be at least 18 years old.
  • Minimum number of directors: Your corporation must have at least one director.
  • Residency requirement: Colorado does not require state residency for directors.
You do not have to list your directors' names and addresses in your Articles of Incorporation.

Other Requirements for Your Articles of Incorporation

 
Colorado requires you to include certain information in your Articles of Incorporation. Every corporation needs to appoint a registered agent. This is a person or business responsible for receiving legal, tax and other government documents during regular business hours. Your agent must have a physical Colorado address, not a post office box. We will help you designate a registered agent when you incorporate with us. You must list your agent's name and address in your Articles of Incorporation.Here are a few other things Colorado requires in this document:
  • The name and address of your incorporator or incorporators
  • The number of shares, and their class, that your corporation is authorized to issue
  • The corporate name
  • If your corporation is intended to last for a limited time, the date when it will cease to exist
If you do not want cumulative voting in the election of your directors, your Articles of Incorporation must include a statement to this effect. Without this, cumulative voting is mandatory.Although you are not required to list your directors in your Articles of Incorporation, Colorado allows you to do so. You may also list other provisions, like the corporate purpose and limits on director or shareholder powers.

Guidelines for Your Name

 
You will need to pick a name for your corporation that reflects what you do. Make sure you follow these Colorado requirements for corporate names:
  • Include “corporation,” “company,” “incorporated” or “limited” in your business name. You may also use an abbreviation of one of these words.
  • Your name cannot be the same as, or deceptively close to, any business name or trademarks already filed or reserved with the Colorado Secretary of State.
  • Do not use a name that suggests a business purpose that is different from what you do. For example, don't name your business "Fishing Supply World, Inc." if you sell office supplies. 

Colorado Corporate Taxes & Reports

 
Although taxes are no fun, your new corporation must pay them. Before doing any business, you must request an employer identification number, or EIN, from the IRS. This is a federal tax ID for businesses that works similar to a Social Security number for individuals. Every business with employees needs one. You will also need to open state and local wage withholding and payroll tax accounts. Corporations must file annual Periodic Reports in Colorado. This report is due each year beginning in your incorporation anniversary month or Periodic Report month, and no later than the end of the second calendar month after your Periodic Report month. You may file online or by mail, but the fee is higher for paper filing. Here is more information about the actual tax structure of a C Corp and an S Corp.

 

Keeping Corporate Records and Ongoing Filing Requirements

 
You will also need to create additional corporate records for your Colorado corporation. Meeting minutes document discussions, decisions and actions taken at meetings held with shareholders or your board. Your corporation should designate at least one director to be responsible for recording the minutes. You must keep your minutes for the past three years. You must also record any actions taken by directors or shareholders, even if they occur outside of a meeting.

Colorado does not specifically require that you create corporate bylaws for your business, but it's a good idea. This document defines your business's operational structure and procedures. If you do create bylaws, they cannot conflict with your Articles of Incorporation. You do not have to file your bylaws. Just keep them with your other corporate documents. Creating a corporation in Colorado is a big step and we wish you luck in your endeavor. We can make the process easier for you with our incorporation service.

Get Started Start your Colorado incorporation Answer a few questions. We'll take care of the rest.

Get Started Start your Colorado incorporation Answer a few questions. We'll take care of the rest.


Christina Dixon

Christina Dixon is actively involved in local and national bar associations. She is a member of the Council for the ABA Section of Litigation, the Denver and Colorado Bar Associations’ Legal Fee Committees and the Sam Cary Bar Association and National Bar Association. Christina has extensive experience in insurance defense, insurance bad faith and insurance coverage litigation. She routinely advises claims personnel and insurance companies regarding day-to-day activities.