Colorado Foreign Corporation Registration
Own an out-of-state corporation and want to start doing business in Colorado? You’ll have to register your business as a Colorado Foreign Corporation by filing a Statement of Foreign Entity Authority with the CO Secretary of State.
Here’s what you need to know:
- What is a Colorado Foreign Corporation?
- Do I Need to Register My Corporation in CO?
- How Our Foreign Registration Service Works
- How to Register Your Own Foreign Corp
- Foreign Corp Registration FAQs
Want to make sure your filing is done right so you can begin operations in CO as quickly as possible? With our Foreign Registration Service, you can trust your filing will be completed accurately, and you’ll get a full year of Colorado registered agent service. Plus, you get free use of our Colorado business address, access to additional services, and more benefits!
CO Foreign Corporation Registration
- $125 + state fees
What’s Included:
- Timely Statement of Foreign Entity Authority filing
- A year of Registered Agent Service
- Free use of our Colorado business address to increase your privacy
- Enrollment in Compliance Service to help protect your business
- Secure online account, accessible from anywhere
- Legal document scans and immediate uploads
- 3 free regular mail scans
- Free library of business documents & resources
- Lifetime customer service from local CO filing experts
- Access to additional filings (EIN, DBA) and services
What is a Colorado Foreign Corporation?
A foreign corporation is any corporation that was formed outside of the state of Colorado. This includes corporations formed in other US states and in other countries. (A corporation formed in Colorado is referred to as a domestic corporation.)
When you register your out-of-state corporation in Colorado, it’s called a Colorado Foreign Corporation.
Expand Across State Lines
Doing business in multiple states is common, but forming a new business in each state where you operate would be a logistical nightmare.
Registering your foreign corporation to do business in other states is a much more streamlined and practical approach.
Get Authorized to Operate in CO
In order to transact business legally in Colorado with a foreign corporation, you must register with the Secretary of State using a process called foreign qualification.
To complete the process, you need to designate a Colorado registered agent and file a State of Foreign Entity Authority form ($100).
Do I Need to Register My Foreign Corp?
Colorado requires that all foreign companies transacting business in CO register with the state. But what is the definition of “transacting business”?
It can be a little confusing.
Colorado state law only provides a list of what does not constitute transacting business in Colorado. However, an annotation to the law does provide a positive definition of what “transacting business” in CO means.
Here’s what we can tell you (speak with an attorney for a definitive answer):
- You need to register with state if you:
- Maintain an office in CO
- Have capital invested within the state
- Conduct regular business within the state
- You probably don’t need to register if you only:
- Hold meetings in CO
- Own property in CO
- Have bank accounts in CO
- Sell through independent contractors in CO
- Going to court in CO (for example, maintaining, defending, or settling a lawsuit)
To get a complete list of the activities that aren’t considered transacting business in CO, see state statute CRS 7-90-801.
How Our CO Foreign Corp Registration Service Works
Reach new heights when you start doing business in Colorado!
We’ll act as your local registered agent and file your registration paperwork.
1
Sign up for Foreign Registration Service
Provide us with basic information about your corporation when you sign up, and we’ll do the rest.
You’ll get a full year of Colorado Registered Agent service instantly, and we’ll file your Statement of Foreign Entity Authority. Plus, you’ll get free use of our Colorado business address!
Foreign Registration Service costs $125 + state fees.
2
Start doing business in CO
Once your Statement of Foreign Entity Authority is accepted by the CO SOS, you’ll upload your confirmation to your online account. You’ll get a notification and can view it immediately.
Then you’re ready to do business!
3
We keep you in compliance
Enrollment in our Compliance Service is included with Foreign Registration Service. Compliance Service helps ensure that you never miss a Periodic Report filing (equivalent to an Annual Report in other states) and suffer negative consequences.
We’ll email you a reminder prior to your Periodic Report due date, and then we’ll file on your behalf ahead of the deadline ($100 + the state fee, charged only at filing). This will protect your foreign corp from falling into non-compliance for failing to file.
Prefer to file yourself? Simply cancel the service in your online account.
4
Re-up your RA Service
Foreign Registration Service includes a full year of our Colorado registered agent service.
When your year is almost up, we’ll remind you about continuing your service. If you’d like to, you can renew your Registered Agent Service for $25 the following year (and each year after that).
How to Register Your Own Foreign Corp
Are you the DIY type? We’ll show you how to register your foreign corporation in Colorado.
1. Appoint a Colorado Registered Agent
The first step to registering your foreign corporation in Colorado is getting a registered agent that is physically located in Colorado. Having a Colorado registered agent makes it easier for the state to deliver critical legal documents to your company.
You’ll need to list your CO registered agent on your Statement of Foreign Entity Authority, so designate your registered agent before submitting your Statement. If you don’t have a Colorado registered agent, the SOS will reject your filing.
Who should I choose as my CO registered agent?
You can appoint an employee or a business associate, such as a lawyer, to serve as your CO registered agent, as long as that person is located within the state.
However, because individuals may move or simply may not be very prompt about forwarding documents, many companies opt to use a registered agent service based in Colorado. Using a service is typically more reliable and convenient.
2. Verify That Your Company Name is Available
The state of Colorado requires that business entity names be distinguishable from all other names on record so that businesses are not easily confused with one another. In other words, your business name must be unique to the state of Colorado.
Unfortunately, this means that if another business is already registered under your company’s legal business name, you won’t be able to use that name in Colorado. Your business name must be distinguishable from both domestic companies and foreign companies with the authority to operate within the state.
Find out if your name is available using the Colorado Name Availability Search.
FYI: The state of Colorado refers to a company’s legal business name as its “true name.”
What if my company name isn’t available?
Foreign companies whose names are not available must go by assumed names in Colorado.
The good news is that you don’t have to submit an additional form for your assumed name. Here’s how it works:
If your name isn’t available:
When filling out your Statement of Authority, list your assumed name under “Entity Name” and your legal business name under “True Name.”
If your name is available:
If you don’t need to use an assumed name, put your legal business name down under “Entity Name” and leave the space for “True Name” blank. (If you decided to use a different name in CO anyway, you can get a CO Trade Name by filing a Statement of Trade Name of Reporting Entity.)
How do I keep other businesses from using my name?
To make sure that another business in Colorado doesn’t take your name (or use it as a Trade Name), you need to file a Statement of Registration of True Name ($25) along with your Statement of Foreign Entity Authority.
You aren’t required to file a State of Registration of True Name, but it’s a good idea to do so if you want to protect your business name and keep control over your brand.
3. File a Statement of Foreign Entity Authority
After you’ve got your name squared away, you need to file a Statement of Foreign Entity Authority with the Colorado Secretary of State. Be advised that while the state does provide an example of this filing in pdf form, the filing must be completed using the SOS’s online business portal.
1. If you click on the link to the Statement of Foreign Entity Authority from the Colorado Business Forms List, you’ll be taken to a True Name Availability Search. You’ll start out by searching for your name in order to confirm that it is available.
2. Once you complete the search, you’ll be directed to the online Statement of Foreign Entity Authority Form.
3. You’ll need to disclose the following on your Statement:
- Your Entity Name (the name you’ll operate under in CO)
- True Name (if different from your Entity Name)
- The form (type) of entity you’re registering the jurisdiction where it was formed
- Your principal office address (must be a street address) and mailing address
- The date you’ll start doing business in CO
- Your CO registered agent’s name, address, and consent
- The name and address of the person causing the document to be filed
4. Next, you’ll pay the filing fee, which is $100. If you’re also submitting Statement of Registration of True Name, you’ll pay a $25 filing fee for that form.
After the state confirms that your Statement has been accepted, you can start doing business in the Centennial State!
4. File Your Periodic Report Each Year
All business entities registered in Colorado, domestic and foreign, must file a yearly Periodic Report to keep their information up-to-date with the state. Filing your report allows you to make changes to your business address and/or your registered agent name and address if necessary.
You can figure out your Periodic Report due date by looking up your foreign corp’s record using the SOS’s Business Database Search. The report filing fee is $25.
Decided against registering a foreign corp? Find out how to form a domestic Colorado Corporation instead.
Colorado Foreign Corp FAQs
Have questions about foreign registration? We’ve got some answers.
What’s the cost to register a foreign corp in Colorado?
The fee to file a Statement of Foreign Entity Authority with the CO SOS is $100. If you want to protect your name, there’s a $25 fee to file a Statement of Registration of True Name.
Do I need to file a Periodic Report for my foreign corp?
Like all other business entities in Colorado, foreign corporations are required to file a Periodic Report every year so that the state’s information about your corporation remains current.
If you don’t file your report, your corporation will be marked as Delinquent. This can result in negative consequences for your business, including losing your name and having to pay $100 to restore your corporation from delinquency.
How does our Compliance Service work?
We include enrollment in Compliance Service with Foreign Corp Registration Service to help you remain in compliance with zero effort.
We’ll notify you as your report due date approaches and then file your report on your behalf, ahead of the deadline ($100 plus the state fee, charged only at filing). You won’t have to do anything to stay in compliance.
If you’d rather file your own report, just cancel the service in your account.
Does my corporation need to pay taxes in Colorado?
We recommend consulting a tax professional for specific and accurate information regarding taxes for your foreign corporation. If you operate using a physical location in Colorado, you may need to pay corporate income tax in Colorado.
Whether you have a physical location in Colorado or not, your corporation will need to collect and pay Colorado Sales Tax if your annual sales in Colorado exceed $100,000. Check out the Colorado Department of Revenue’s Information for Out-of-State Businesses for more detailed information.