The Colorado periodic report is an annual filing every registered business entity must submit to the Secretary of State to confirm its principal office address, registered agent, and filing contact. It costs $25 online, and you have a four-month window to file it: two months before your assigned report month through two months after. Miss that window and the state starts a process that can end in your entity being dissolved.
Who Has to File and What Goes on It
All “reporting entities” registered with the Colorado Secretary of State file a periodic report each year. That includes LLCs, corporations, nonprofit corporations, and foreign entities registered to do business in the state.1Colorado Secretary of State. Business FAQs – Periodic Reports Same form, same process, regardless of entity type.
The report confirms information the Secretary of State already has: the entity’s principal office street address, the registered agent’s name and street address, and the name and mailing address of the person submitting the filing.2Justia. Colorado Code 7-90-501 – Periodic Reports Most fields come pre-filled from state records, so if nothing has changed the filing takes a few minutes.3Colorado Secretary of State. Periodic Report Instructions P.O. boxes are not accepted for the principal office or the registered agent’s street address.
When to File and What It Costs
Your deadline is tied to an assigned periodic report month, shown on your entity’s Summary page in the Secretary of State’s online system. You can file as early as two months before that month or as late as two months after without penalty.1Colorado Secretary of State. Business FAQs – Periodic Reports
The online filing fee is $25.4Colorado Secretary of State. Business Organizations Fee Schedule The Secretary of State does not mail paper reminders. You can sign up for an email notification and receive a reminder the month before the report is due.1Colorado Secretary of State. Business FAQs – Periodic Reports If the email address on file is stale, the reminder goes nowhere and you may not notice the window has closed. A calendar reminder you control is safer.
What Happens If You Miss the Filing
Missing the report does not dissolve your business right away. Colorado law names three grounds for the Secretary of State to declare an entity delinquent: failing to pay a required fee, failing to file the periodic report, or failing to maintain a registered agent.5Colorado Public Law. Colorado Code 7-90-901 – Grounds for Delinquency
Once the Secretary of State identifies a ground for delinquency, you have 60 days to fix it. If you don’t, the entity becomes officially delinquent.6Justia. Colorado Code 7-90-902 – Declaration of Delinquency Delinquency is a status, not the end of the entity.
What Delinquent Status Actually Does
A delinquent entity still legally exists. Its existence continues despite the delinquency. What it loses is the ability to maintain a court proceeding in Colorado to collect a debt until it cures the delinquency.7Justia. Colorado Code 7-90-903 – Effect of Delinquency If a customer owes you money and refuses to pay, you can’t sue to collect until you’re back in good standing.
The status is also public. Anyone who checks the Secretary of State’s records will see it, which can complicate loans, partnerships, and client relationships.
When Delinquency Can Turn Into Dissolution
Dissolution is not automatic. Once an entity has been delinquent for three years or more, a manager of the entity may file a statement of dissolution with the Secretary of State. Before filing, the manager must give written notice to all owners and others with authority over the entity at least 30 days in advance, and enough objections can block the dissolution.8Colorado Public Law. Colorado Code 7-90-908 – Dissolution of Delinquent Entity An entity may also be dissolved at any point through whatever process its own operating documents or organic statutes allow.7Justia. Colorado Code 7-90-903 – Effect of Delinquency
You have time to recover. But the longer you wait, the harder recovery gets.
How to Cure Delinquency
If your entity is delinquent but not yet dissolved, you file a statement curing delinquency with the Secretary of State. It must include your principal office address and your registered agent’s name and address.9Justia. Colorado Code 7-90-904 – Cure of Delinquency You’ll also file any overdue periodic reports and pay outstanding fees.
One catch: if another entity has taken your business name while you were delinquent, your name after curing may have to include the words “delinquency cured” followed by the date you cured.9Justia. Colorado Code 7-90-904 – Cure of Delinquency Not a name you want on your invoices.
Reinstatement After Dissolution
Once the entity is dissolved, curing is off the table. You have to file articles of reinstatement.10Justia. Colorado Code 7-90-1003 – Articles of Reinstatement What you file depends on how long the entity has been dissolved.
If the entity has been dissolved for less than two years, the articles of reinstatement state the entity name, formation date, the Colorado statute the entity existed under before dissolution, the principal office address, and the registered agent information, plus confirmation that all conditions for reinstatement under section 7-90-1002 have been satisfied.10Justia. Colorado Code 7-90-1003 – Articles of Reinstatement
If the entity has been dissolved for two years or more, the same articles are required, and you must also include a sworn affidavit confirming your authority to act on behalf of the entity and a copy of your government-issued photo ID. If the Secretary of State’s electronic records no longer contain your original formation document, you attach a complete copy of it.10Justia. Colorado Code 7-90-1003 – Articles of Reinstatement
You keep your original name if it still complies with Colorado’s naming rules. If another entity has taken a name no longer distinguishable from yours, your reinstated name is the original followed by the word “reinstated” and the effective date of the articles of reinstatement.11Justia. Colorado Code 7-90-1004 – Entity Name Following Reinstatement
The cost is the filing fee for the articles plus $25 for each overdue periodic report. Check the current fee schedule on the Secretary of State’s website before you file.4Colorado Secretary of State. Business Organizations Fee Schedule
Keeping a Registered Agent in Place
Every Colorado-registered entity must continuously maintain a registered agent in the state. The agent is the entity’s official point of contact for legal documents, including service of process and notices from the Secretary of State.12Colorado Secretary of State. Registered Agent FAQs
The agent can be an individual at least 18 whose primary residence or usual place of business is in Colorado, a domestic entity in good standing with a usual place of business in the state, or an authorized foreign entity with a usual place of business in Colorado.13FindLaw. Colorado Code Title 7 – 7-90-701 – Registered Agent Definition The agent needs a physical Colorado street address where documents can be accepted in person during normal business hours. P.O. boxes don’t qualify.12Colorado Secretary of State. Registered Agent FAQs
Failing to maintain a registered agent is one of the delinquency grounds, and it starts the same 60-day clock as a missed report.5Colorado Public Law. Colorado Code 7-90-901 – Grounds for Delinquency The bigger practical risk is that if your agent’s information is wrong, you may never receive notice you’ve been sued, and a court can enter a default judgment against your business.12Colorado Secretary of State. Registered Agent FAQs
If You’re Actually Closing the Business
Filing (or stopping) the Colorado periodic report doesn’t handle your federal taxes. If the entity is being dissolved, the IRS still expects a final federal return for the year of dissolution. The form depends on the entity:
- Corporations file Form 966 (Corporate Dissolution or Liquidation) after adopting a plan to dissolve, along with a final corporate income tax return with the “final return” box checked.14Internal Revenue Service. Closing a Business
- Partnerships file Form 1065 for the year of dissolution, with the “final return” box checked and the “final K-1” box checked on each partner’s Schedule K-1.14Internal Revenue Service. Closing a Business
- Sole proprietors file Schedule C with the individual return for the year the business closes, plus Schedule SE if net earnings exceed $400.14Internal Revenue Service. Closing a Business
If you sold business property or the business itself while winding down, Form 4797 (Sales of Business Property) or Form 8594 (Asset Acquisition Statement) may also apply. Skipping these returns can lead the IRS to assess substitute returns with no deductions, and the bill compounds on top of anything owed to Colorado.