How to Incorporate in Colorado
Title 7 Articles 101-117 • Colorado Business Corporation Act
Colorado Corporation Formation Hub
From standard C-corp filings to S-corp elections and public benefit corporations—here’s how to incorporate in Colorado with confidence.
Why Incorporate in Colorado?
Colorado’s Business Corporation Act blends modern governance flexibility with low filing fees. Incorporations, amendments, and dissolutions are all $50 or less when filed online. Article 90 handles naming, registered agents, periodic reports, and delinquency status for all entity types.
Ideal use cases
- Startups operating primarily in Colorado that need C-corp equity structures or S-corp taxation.
- Public benefit ventures that want statutory recognition (PBC) without Delaware pricing.
- Professional practices (PCs) that prefer corporate bylaws over LLC operating agreements.
When another state might win
- Venture-backed companies courting out-of-state investors who insist on Delaware (use CO for HQ and foreign qualify there).
- Companies planning to go public immediately—Delaware case law still dominates for IPO counsel.
- Clients seeking series equity structures—Colorado does not offer series corporations.
Colorado Entity Types Under the CBCA
The CBCA governs for-profit corporations, S-corp overlays, and public benefit corporations. Nonprofit corporations are covered by the Colorado Revised Nonprofit Corporation Act (Articles 121–137) but share filing mechanics and fees.
| Entity | Statutory Cite | Highlights |
|---|---|---|
| Standard for-profit corporation | CBCA Articles 101–117 | Articles of Incorporation, directors, officers, shareholder meetings, fiduciary duties, indemnification. |
| S-corp election | IRS Form 2553 (federal overlay) | Colorado conforms to federal pass-through treatment; state income tax applies at shareholder level only. |
| Public Benefit Corporation | §§7-101-502–503 | Must state public benefit purpose; directors balance shareholders, stakeholders, and benefit goals. |
| Nonprofit corporation | Articles 121–137 | $50 filing fee; pair with IRS Form 1023/1024 for tax exemption. |
Article 90 overlay
- Part 6: naming rules (“Corporation”, “Incorporated”, etc.).
- Part 7: registered agent appointment and service of process.
- Part 5: periodic report requirements.
- Part 9–10: delinquency, reinstatement, and dissolution mechanics.
Article 102 Articles of Incorporation
- Name, principal office, registered agent, incorporator.
- Authorized shares & classes; par value (if any).
- Optional provisions: director liability limits, preemptive rights, voting requirements, benefit purpose.
- Filed online with $50 fee; amendments $25.
Formation Checklist & Fees
Incorporation is straightforward: gather your charter data, file online, then execute bylaws and organizational actions.
- Name clearance: Verify availability and comply with Article 90 Part 6.
- Draft Articles: Include required items (name, shares, agent) plus optional clauses (indemnification, PBC purpose).
- File online: Pay $50 via the SOS portal—no paper filings.
- Organizational meeting: Adopt bylaws, elect directors/officers, authorize stock, approve indemnification, open bank accounts.
- Obtain EIN: File with IRS; elect S-corp status (Form 2553) if desired.
- Issue shares: Prepare subscription agreements, stock certificates, and a cap table.
| Filing | Fee |
|---|---|
| Articles of Incorporation (profit or nonprofit) | $50 |
| Articles of Amendment | $25 |
| Articles of Dissolution | $10 |
| Periodic Report | $25 |
| Statement Curing Delinquency | $100 |
Data sourced from the Colorado SOS fee schedule (2025).
Colorado Public Benefit Corporations
Colorado PBCs operate under the CBCA with extra duties to pursue a stated public benefit. They’re ideal for impact-driven ventures that want statutory credibility without leaving the state.
Articles Requirements
- Identify the corporation as a “public benefit corporation” in the heading.
- State one or more specific public benefits (§7-101-503(2)).
- Name may include “PBC” but isn’t required; if omitted, disclose PBC status to shareholders.
Director Duties & Reports
- Directors must balance shareholder interests, stakeholders, and the articulated benefit.
- CBCA exculpation/indemnification rules still apply, but fiduciary suits evaluate the balancing test.
- Best practice: issue annual benefit reports to shareholders (even if not filed with SOS) describing progress and metrics.
Converting to or from PBC status requires shareholder approval (two-thirds default) and articles amendments. Build that vote threshold into your bylaws if you want supermajority or protective provisions.
Governance, Compliance & Delinquency
Colorado corporations rely on solid bylaws, indemnification provisions, and consistent periodic report filings to stay in good standing.
Governance Toolkit
- Bylaws covering board composition, meeting mechanics, written consents, and officer roles.
- Director/officer liability limits (CBCA §7-109-102) and indemnification (§7-109-103 et seq.).
- Shareholder agreements for close corporations (voting agreements, buy-sell, drag-along).
- Minutes and resolutions—Colorado courts apply standard corporate-veil analysis (see §7-63-108 referencing corporate law).
Status Management
- Periodic report due annually: filing window begins one month before the anniversary month and ends one month after.
- Missing the report triggers “noncompliant” status; continued failure leads to “delinquent” and $100 Statement Curing Delinquency.
- Delinquent corps cannot obtain certificates of good standing and may be administratively dissolved.
- Use Article 90 reinstatement procedures promptly to preserve name and contracts.
Taxes, Periodic Reports & CTA Changes
Colorado corporations face a 4.4% flat corporate income tax (subject to occasional temporary reductions). S-corps and LLCs taxed as S-corps pass income through to owners. The CTA landscape changed dramatically in 2025.
Tax Snapshot
- Corporate rate: 4.4% (check Colorado DOR for temporary rate cuts, e.g., 4.25% in 2024).
- No separate franchise tax or gross receipts tax.
- S-corps: file Form 2553 with IRS; Colorado follows federal treatment so no entity-level tax.
- Out-of-state owners still owe taxes in their home states—plan for composite returns or withholding.
CTA / BOI Update (March 2025)
- FinCEN’s interim final rule removed domestic reporting companies from CTA BOI requirements.
- Colorado corporations and PBCs formed under state law currently have no BOI filing obligation.
- Foreign corporations organized abroad but registered in Colorado remain technically reporting companies, but BOI info on U.S. beneficial owners is no longer required.
- Stay ready to file if courts or Congress reimpose reporting—keep ownership ledgers accurate.
Work With Me on Your Colorado Corporation
I bill $240/hour for Colorado corporate work. Most new incorporations (including bylaws and equity documents) land in the 4–6 hour range.
What’s included
- Articles of Incorporation drafting and online filing (including PBC or close-corp language).
- Bylaws, organizational minutes, stock issuances, cap table setup.
- S-corp election support, shareholder agreements, PBC benefit report frameworks.
- Periodic report reminders and CTA monitoring.