Form an LLC in Colorado

LLC Formations are common in Colorado today, but that hasn’t been the case for very long. The legal statute to allow LLCs in Colorado was only passed in 1990. It allows an LLC to share some of the attributes of a sole proprietorship, a general partnership and a corporation. For tax purposes, it is most like a partnership, unless there is only one member. Then it is most like a sole proprietorship. Where a corporation has shareholders, an LLC has members. Also, it will have either managers or members in place of directors. When your LLC formation is complete, you can vest management of the company in managers or the members can retain this right. To be legally recognized, the LLC must first file Articles of Organization with the Department of State. The members will then be protected from personal liability for the acts of the LLC, in much the same way as the shareholders of a corporation are protected. It differs from a limited partnership because it does not impose liability on the members for participating in the actual management of the company.

For every Colorado LLC formation, articles of organization must be filed with the Department of State. The state will require that certain information be included when you form an LLC. Some of the required information is as follows:

• The name of the limited liability company. This must end with the words “Limited Liability Company” or one of the following abbreviations: “L.L.C.”, “LLC” or “Ltd.” And the Company may be abbreviated to “Co.”
• The primary address of the LLC, which is not required to be in Colorado.
• A written explanation of the purpose for which the Limited Liability Company was formed.
• The address in the state of Colorado of the Registered Agent at the time of the LLC formation.
• The name of the Registered Agent at that office.
• A statement to explain the duration of the LLC formation. You may form an LLC for a specified period of time or it may be perpetual. If you form an LLC for a specified period of time, the articles must include the date on which the limited liability company is to dissolve.
• A statement as to whether the LLC will be member managed or manager managed, including related names and addresses.
• The name of address of each of the LLC organizers.

Your LLC formation is complete only after the Colorado Department of State completes a review of the articles of organization and finds them to be in compliance with state law.
Although not required specifically by law, the members of a limited liability company will usually adopt an operating agreement at the time of the LLC formation.
Once you form an LLC in Colorado, there are certain ongoing requirements.

• Every limited liability company is required to file an annual report with the Department of State. On or after January 1, 2002, the form for the first annual report shall be delivered by the Department of State to the reporting entity, at its registered agent address, in the calendar year following the year in which the entity was formed. Thereafter, the annual report form will be delivered to the reporting entity annually.
• Sufficient records must be kept on file at the office of the LLC for the purpose of inspection. The records should include:
  • A list of the names and addresses of each member and related cash or other contributions.
  • A copy of the articles of organization, together with other LLC formation related documents.
  • Copies of federal, state and local income tax returns for the limited liability company for the 3 most recent years.
  • Copies of the written operating agreement for the LLC and any amendments.

Q: How long does it take to form an LLC in Colorado?
A: Because of the large volume of filings we complete in Colorado and depending on the options you select, we can complete a LLC formation as quickly as the same day. Review our rush options or speak with a specialist by phone to express any special requirements you may have.

Q: I am going to form an LLC for the first time. Are there rules related to naming my LLC?
A: Naming your business is the first step in the LLC formation process and is one of the most important. The name you select:

• must contain, as the last words of the name, the words “limited liability company” or one of the following abbreviations: “LLC” or “L.L.C.”. The words limited and company may be abbreviated to “Ltd.” and “Co.”
• may contain the name of one or more of the members
• must clearly be distinguishable from the name of any other limited liability company registered in Colorado
• must not contain the words any words that suggest it is in the business of issuing policies of insurance and assuming insurance risks, such as “bank”, “trust”, “trustee”, “incorporated”, “inc”, “corporation”, “insurer”, “insurance company”, etc.

EZonlineFiling.com allows you to select 3 names in order of preference when you place your order and we are available to assist you with your name selection, to make certain your online LLC formation goes smoothly.

Q: What is an Operating Agreement and can I set up an LLC without one?
A: An Operating Agreement is a legal document which spells out each of the rules and regulations related to the governance of the limited liability company. This can cover everything from ownership percentages to rules on restrictions and/or prohibitions on the power of any or all members. Colorado does not require that you adopt an Operating Agreement when starting an LLC; however it is a standard practice that most companies can benefit from.

Q: Once I form an LLC, am I finished or are there other things I need to do?
A: Colorado requires that certain recurring responsibilities be met. A listing of some of the more important requirements is available in the General Information tab.

Q: How can a limited liability company be dissolved in Colorado?
A: Unless you specified otherwise in the operating agreement or in the original articles, a limited liability company is dissolved when one of the following events occurs:

• An event, as previously specified in the articles or operating agreement.
• Upon the consent of a number or percentage of the members, as predefined in the operating agreement.
• An event making it unlawful for the LLC to continue.
• A judicial decree.
• Administrative dissolution