Colorado requires most registered business entities to file an annual Periodic Report with the Colorado Secretary of State. This report updates the state with current information about your entity, helping to maintain its active status and good standing. In addition to this, there are annual tax-related filings with the Colorado Department of Revenue and specific requirements for charitable organizations.
Why is it important to file? Maintaining good standing with the State of Colorado is crucial for your entity’s legal operation. Failure to comply with applicable filing requirements can lead to various penalties and negative consequences, including:
Late Fees: A $50.00 late fee is assessed if the Periodic Report is not filed within the specified filing window.
Noncompliant Status: Your entity will be marked as “Noncompliant” if the report is not filed on time.
Delinquent Status: If the Periodic Report (including the late filing period) is still not filed, your entity’s status will become “Delinquent.” Once delinquent, a Statement Curing Delinquency must be filed, which costs $100.00, to restore good standing.
Loss of Name Protection: If your entity becomes delinquent, its name may become available for others to use after 400 days from the delinquency date.
Inability to Conduct Business: A noncompliant or delinquent status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in Colorado courts.
Complex Reinstatement: Reinstatement involves filing all delinquent reports and paying all associated fees and penalties.
Specific Requirements by Entity Type in Colorado:
For All Entity Types (LLC, Corporation, Non-Profit, Partnership) in Colorado:
Periodic Report (Colorado Secretary of State):
Frequency: Annually.
Due Date: The Periodic Report is due by the last day of the second month following your entity’s anniversary month of formation or registration in Colorado.
Example: If your entity was formed on January 15th, your anniversary month is January. Your report is due by March 31st of each year.
Filing Window: You have a five-month window to file the report without penalty: two months before your anniversary month, your anniversary month, and two months after your anniversary month.
Example: For a January anniversary month, you can file from November 1st to March 31st.
Filing Fee:$10.00 (effective July 1, 2024, the fee increased to $25.00). Please note the fee has recently increased.
Late Penalty: A $50.00 late fee if filed after the due date within the allowed late filing period. If not filed by the end of the two-month grace period, the entity becomes Delinquent, requiring a $100 Statement Curing Delinquency.
Filing Method: Must be filed online through the Colorado Secretary of State’s website.
Information Required: Entity’s legal name, Colorado Entity ID number, principal office street address, principal office mailing address, registered agent’s name and street address, and an email address for notifications.
For Corporations (For-Profit & Professional) in Colorado:
In addition to the Periodic Report:
Colorado Corporate Income Tax (Colorado Department of Revenue – Form DR 0112):
Frequency: Annually.
Due Date: By the 15th day of the 5th month following the close of your fiscal year (e.g., May 15th for calendar year filers). An extension to file (but not to pay) is available.
No Annual Franchise Tax: Colorado does not have a general corporate franchise tax (separate from income tax) based on the privilege of doing business.
For Limited Liability Companies (LLCs) in Colorado:
In addition to the Periodic Report:
Colorado Income Tax: LLCs are generally treated as pass-through entities for Colorado income tax purposes (unless they elect to be taxed as corporations). Income and losses are reported on the owners’ individual income tax returns. There is no separate state-level income tax return for the LLC itself if treated as a partnership or disregarded entity.
For Partnerships (Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in Colorado:
In addition to the Periodic Report (for LPs, LLPs, LLLPs):
General Partnerships (GPs): General Partnerships formed by agreement are generally not required to file a Periodic Report with the Colorado Secretary of State. They are subject to federal and state income tax reporting requirements for pass-through entities.
Colorado Partnership & S Corporation Income Tax Return (Colorado Department of Revenue – Form DR 0106):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of the fiscal year (e.g., April 15th for calendar year filers). An extension to file (but not to pay) is available.
Note: This is an informational return. Partnerships are generally pass-through entities, and the partners pay tax on their share of the income.
For Non-Profit Corporations in Colorado, please also note the following:
In addition to the Periodic Report:
Charitable Solicitation Registration (Colorado Secretary of State, Charities and Fundraisers):
If your non-profit solicits charitable contributions in Colorado (unless specifically exempt), you must register and renew annually with the Colorado Secretary of State, Charities and Fundraisers Section.
Due Date: Annually by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
Filing Fee: Varies based on your organization’s gross revenue from solicitations.
Required Attachments: This renewal often requires submitting a copy of your federal IRS Form 990 series return.
Penalties: Failure to register or renew can result in fines for paid solicitors and other consequences.
Colorado Exempt Organization Business Income Tax (Colorado Department of Revenue):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a Colorado income tax return would be filed.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it automatically qualifies as tax-exempt with the State of Colorado and does not file a general state income tax return (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends.
What information is generally required for these filings? The various Colorado filings typically require verification or updating of the following:
Your entity’s legal name and Colorado Entity ID number.
The current principal office street address and mailing address.
The name and physical street address of your Colorado Registered Agent.
For Corporations and Nonprofits: Names and addresses of your principal officers (President, Secretary, Treasurer) and directors.
For LLCs/Partnerships: Information about managers or partners.
Updated contact information for the entity.
For Non-Profits: Details on any changes to your board of directors or charitable solicitation activities, and your gross revenue for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements can be challenging. We are here to assist you with understanding and fulfilling your Colorado compliance obligations. Our services for these filings include:
Determining your specific filing requirements, due dates, and applicable fees.
Gathering the necessary information.
Preparing and accurately filing your Periodic Report.
Preparing and filing any applicable non-profit charitable renewals or tax forms.
Arranging payment of the applicable fees.
Confirming receipt with the Colorado Secretary of State and, if applicable, the Department of Revenue or Charities and Fundraisers Section.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your Colorado compliance obligations. We can help ensure your entity remains in good standing and avoids any potential penalties.
