How to Form a Colorado LLC in 10 Steps
If you are interested in forming a Limited Liability Company, the process is quite straightforward. With a Limited Liability Company (also known as an LLC), you will be able to reduce your exposure to liability from company activities (and other owners will as well). In fact, an LLC can be owned by one or more persons — each individual owning a portion of the LLC.
Moreover, with these types of business structures, you also benefit from earning profits that are then passed down to each member. You will not need to file a separate tax return when you have an LLC (as corporations do).
Here are the steps you'll need to follow in order to create your Limited Liability Company.
1. Select Your Company Name.
It is essential to choose a company name that no other business has in the state of Colorado. We can also run your name search or reserve your LLC name (for a small fee). At the very least, you need to make sure that the state of Colorado has the name you select available.
2. Understand the LLC Organizer Requirement.
Make sure that you know who your LLC organizer will be. It's a name that you'll need to put on your Articles of Organization. The name will generally depend on who actually prepares and files your Articles. If you do this, you will be the default organizer. If you choose SunDoc to file on your behalf, we will be named your organizer. Lastly, you might consider asking an attorney to be your organizer if they have helped with the formation of your company.
3. Designate a Registered Agent.
You can find information on exactly what a registered agent is and why you should have one in our article: Registered Agent Service. Essentially, you need to designate either a firm or person to be a registered agent. This name will be required when filling out your articles of organization form.
4. Decide Your Ownership and Management Structure.
You will have three main choices when it comes to how your LLC will be managed. You'll need to decide on this ahead of time so that you can put it in your Articles of Organization form. You can choose between having all members manage your LLC, one manager manage your LLC, or multiple managers manage your LLC.
5. Create an Operating Agreement.
For LLCs in Colorado, no Operating Agreement is needed by law. Instead, a default Operating Agreement will be formed according to established laws in the state. Still, it's a good idea to go over this default Operating Agreement. Simply make sure that it meets all of your company's needs.
If you'll be creating a manager-managed LLC as your management style, the law is a bit different. You will need to create an Operating Agreement of your own for your own company records. Colorado law dictates that all manager-managed LLCs be validated by declaring them in both the Operating Agreement and your Articles of Organization.
The Operating Agreement is the legal engine that drives your business, creating its governance, managing its working capital, and paying out its profits. Critical matters of money, voting, liability, and fiduciary constraints are at stake here. You may also wish to consult with an attorney for advice.
6. File the Articles of Organization.
You will be required by the State of Colorado to file a form called the Articles of Organization. This one-page form contains your company’s core details. When the form is accepted by the Colorado Secretary of State, your LLC will be officially created.
There are several essential pieces of information that need to go on your Articles of Organization. First, you will have to have a unique name for your new company as well as your company address. Next, you’ll have to know your chosen management method, who your LLC organizer will be, and who your registered agent is. In the State of Colorado, you don’t have to file member names, nor do you need to publish creation of your new LLC in a newspaper of record.
If you have time restraints or prefer to outsource the filing of your paperwork, SunDoc can help. We can file your Articles of Organization on your behalf.
7. Obtain an EIN and Open a Business Bank Account.
Congratulations! You are now a registered Colorado LLC.Any LLC with more than one member must filewith the IRS for an EIN, Employer Identification Number, whether or notyou have employees. You can file with the IRS yourself, or SunDoc can file for you.
An EIN is also required by most banks in order to open a business account. If you've been paying business expenses out of a personal account up until now, this is a good time to set up your company's fiscal management. Make sure you keep all receipts for reimbursement no matter the account you’ve used for payments. At this point you may also want to find an accountant for help with business matters.
8. Pay Colorado State Taxes.
Each year your LLC must pay a minimum annual tax to Colorado's Franchise Tax Board, including in your first year of operation. This is not an income tax, but rather a cost to do business in Colorado. Also, if you sell goods in Colorado, you are required to collect sales tax. You can find more state tax information on the State of Colorado’s tax web site.
9. Determine Necessary Licenses and Permits.
Nearly all Colorado companies have to have at least one (or several) business licenses or permits in order to legally operate at the city level and at the county level. It’s important to check even if you think you won’t have to have these licenses or permits — you’d be surprised at what may be required of you, and if you do not obtain the appropriate licenses, there may be hefty fines.
10. File a Periodic Report.
The Periodic Report is a basic form. It ensures that the state of Colorado is up-to-date on all core information about your company. You have to file again every year or if you make significant changes to your company. Submitting a Periodic Report allows an LLC to update the current name and address of its registered agent and its principal office address.
SunDoc can file your Periodic Report on your behalf or make other routine filings for you. Find all such forms, including your Period Report form on the Colorado Secretary of State web site.
Important Notice: It is beyond the scope of this article to discuss your potential insurance needs, or matters relating to employees. You should consult an attorney or accountant with any questions about legal or financial matters. Please note that nothing in this article can be construed as legal, tax or accounting advice.
For additional learning, please visit Colorado LLC FAQs.
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