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.