It is a fairly straightforward process to incorporate your business in the state of Colorado. Below, we will outline everything you’re required to know about incorporating in Colorado. Turn to SunDoc for handling some or all of this paperwork. We are a business filing company specializing in incorporations in all 50 states.

 

To receive specific legal advice on your filing situation, you may want to consult with a licensed legal professional, but keep in mind you don’t need an attorney to file incorporation paperwork. Still, some of the related matters may require professional consultation. Please keep in mind that this article should not be construed as accounting, tax, our legal advice.

 

Overview

 

To form your Colorado corporation, you must first file Articles of Incorporation with the CO Secretary of State.

 

The first step of incorporation involves choosing a name. The name must be available according to the records of the Colorado Secretary of State. You’ll also have to know what type of corporation you’re going to choose. You’ll need to know who you’re registered agent will be and what your corporate address will be or is as well. Finally, you have to state the number of shares you'll be authorizing the corporation to issue and maybe the number of shareholders. This will depend on the type of corporation you choose.

 

Outside of actually filing, you’ll need a few other things as well. First, make sure that you have an EIN or federal ID number. This can be obtained from the IRS, and at SunDoc, we can help with that too.

 

You’ll want to know who your corporate officers are, and you’ll need to choose a few things at your first Board of Directors meeting as well. At this meeting, you will need to adopt your corporate bylaws and appoint officers. Officers do not need to be listed in your articles of incorporation, and you don’t have to file your bylaws with the state, but don’t forget to keep them on-hand in your own records.

 

You'll need to file your first statement of information after incorporating your business. This is the document that records your directors and officers. To learn more about Colorado taxation law, talk with your tax attorney or an accountant.

 

Incorporating

 

The most common type of corporation is the General Stock Corporation, with an unlimited potential number of shareholders. You may choose to be a Close Corporation, setting a limit in the articles on the number of shareholders (not to exceed 35). A Professional Corporation is mandated by Colorado for certain professionals.

 

Either your attorney can draw up forms for you from scratch, or you can use the forms supplied by the State of Colorado. These can be downloaded easily and certainly meet the minimum requirements for the Colorado Corporations Code. But in some cases, for specific needs, businesses will have their own documents created.

 

To understand this further, here’s an illustration: in the default articles of incorporation, there is a limit of one class of shares for corporations. Still, a custom document can easily change this. In a similar vein, if you’d like to name initial directors in your articles of incorporation, you can, but it’s not necessary. If you do this, remember that all directors have to be included in the document and sign it.

 

Three officers must be in every corporate. These officer positions are: President, Treasurer and Secretary. It’s possible for one person to fill all these roles if desired. Most of the time, a Colorado corporation has to have at least three directors as well. But in certain cases where the shareholders are less than three or no shares have been issued, this isn’t necessary. Usually, the bylaws will describe the number and limit of directors unless this is something stipulated in the articles.

 

Your corporate bylaws will dictate all methods of meetings and times of meetings. Bylaws will also record things like the powers of your directors. These also need to be in accordance with relevant provisions of the law in Colorado. In all corporate meetings, minutes must be kept. If you’d like to change your corporate bylaws, this can be done by holding a formal meeting and having a vote of your directors and shareholders. Remember that articles of incorporation are a bit more difficult to change because you’ll need to file an amendment with the state.

 

A Corporate Records Book is where a corporation stores bylaws, company documents, stock papers and meeting minutes. Corporate Kits are useful compilations of standard documents to run the corporation, customized to your state and including such things as stock certificates, a corporate seal embosser, meeting minutes and such. SunDoc can supply you one if you wish, see our Colorado Corporate Kit page.

 

Registered Agent

 

See our article: What is a Registered Agent? Why Do I Need One? for more information on registered agents.

 

Every Colorado corporation has to have a registered agent: a company or individual reliably available at a known address during business hours, for legal and other communications from the state. This is another service we offer at SunDoc to help you outsource your business routine.

 

Name Search

 

Any name that you choose for your newly incorporated business has to be clearly available according to the Secretary of State of CO. If your name isn’t available, remember that they are going to reject your filing. There are other stipulations concerning your company name as well. It can’t mislead the public, and it can’t resemble another company’s name so closely that it leads to deception among the public, for example.

 

Both to comply with the law, and of course for your own best branding, you should spend some effort developing your company name. You can run searches yourself, or SunDoc is able to perform name searches or reserve your corporation name for you.

 

EIN

 

You can apply for your EIN by submitting Form SS4 to the IRS, at no charge. SunDoc can apply for this on your behalf also. See our EIN page.

 

Next Steps

 

This article, C Corporation vs. S Corporation will provide you with information on the general differences between the two corporate tax structures.

 

To talk to a live voice for immediate assistance call us toll-free during business hours at 1-888-595-2747.