Filing a Foreign Corporation or LLC in Colorado

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Related: Get a Colorado Registered Agent

If your company was not incorporated in Colorado, but you intend to do business there, you need to apply for a Colorado Statement of Foreign Entity Authority (SOFEA).

Known as Foreign Qualification, this process allows a company formed in Delaware (or any other state) to legally transact business in Colorado.

Please note: information on this page is accurate to the best of our knowledge. However, requirements and costs can be changed by states at any time and Harvard Business Services cannot guarantee the accuracy of this information.

How to Get a Statement of Foreign Entity Authority in Colorado:

When applying for authority to do business in Colorado, you must appoint and maintain a Colorado Registered Agent at all times and include your agent’s information on the application for registration for your foreign entity. (We can provide this service for just $99 per year.)

Next, an application must be submitted along with a fee of $100 for both LLCs and corporations. Foreign LLCs and corporations are typically not required to provide any documentation from their home state to Colorado during this process.

Harvard Business Services can assist with your application so you don’t have to deal with the Colorado Secretary of State directly. We do charge our own fee for this service, in addition to the state fees. The exact fee can vary based upon whether your company is already filed and whether you need us to obtain additional documents to meet the state’s requirements. Contact us for an exact quote.

How Do I Know if I Need a Colorado Statement of Foreign Entity Authority?

If you plan to do business in the state of Colorado, but your company was not formed in Colorado, you will often need to obtain Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

Colorado statutes use similar language to other states, identifying the following activities as examples that do not constitute doing business:

(a) Maintaining, defending, or settling in its own behalf any proceeding or dispute;

(b) Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs;

(c) Maintaining bank accounts;

(d) Maintaining offices or agencies for the transfer, exchange, and registration of its own securities or owner's interests, or maintaining trustees or depositories with respect to those securities or owner's interests;

(e) Selling through independent contractors;

(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(g) Creating, as borrower or lender, or acquiring, indebtedness;

(h) Creating, as borrower or lender, or acquiring, mortgages or other security interests in real or personal property;

(i) Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;

(j) Owning, without more, real or personal property;

(k) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(l) Transacting business or conducting activities in interstate commerce; and

(m) In the case of a foreign nonprofit corporation:

(I) Granting funds; or

(II) Distributing information to its members.

This list is not exhaustive. For additional detail and information visit review Colorado’s Corporations and Associations Act.

Keep in mind that even if the state of Colorado does not require a Certificate of Authority for a specific activity, a bank, vendor or another party can still require one in order to establish a relationship.

Colorado Annual Report Requirements

All business entities, foreign or domestic to Colorado, are required to file an annual report, known as a Periodic Report, to the state. Fortunately, the fee for this report is just a flat $10 for both LLCs and corporations.

Since 1981, Harvard Business Services, Inc. has helped form 278,545 Delaware corporations and LLCs for people all over the world.

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Harvard Business Services, Inc. guarantees your annual Delaware Registered Agent Fee will remain fixed at $50 per company, per year, for the life of your company.