How to File a Colorado LLC or Corporation Amendment

If you want to legally operate in Colorado as a limited liability company (LLC) or corporation, you must file Articles of Organization or Articles of Incorporation with the state first. The document lists important information about your business, including its name, address, registered agent for legal paperwork service, and its owners. If you need to change your business name or ownership information, then you must file an LLC or corporation amendment.

Forming an LLC or corporation is a great way to personally protect yourself and your assets when starting a company, but understanding what you need to file and how to provide the right paperwork can be challenging for potential business owners. We have a Colorado LLC Formation Service to help you navigate the process of forming your Colorado LLC. Or, if a Colorado corporation is more your speed, we can help with that, too. Read on to learn more about the amendment process and how we can help.

Amending a Colorado LLC Articles of Organization

If you need to make changes to a Colorado LLC, we’ll show you how in this section. But if you need to make changes to a Colorado corporation, keep scrolling to the section titled “Amending a Colorado Corporation Articles of Incorporation.”

Step 1: Determine if you need to amend your Articles of Organization

In Colorado, an LLC isn’t official until it files the Articles of Organization; technically speaking, it doesn’t even exist until this form is processed. The Articles of Organization requires some basic information about your business, including:

• The name of your LLC
• Principal office address
• Name and address of the registered agent
• Name and address of the organizer
• Whether the LLC will be managed by members or managers
• Any additional provisions you wish to include

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment. However, if you need to change your business’s principal address or mailing address, you’ll need to file a Statement of Change Changing the Principal Office Address online. Similarly, if you need to change your registered agent and/or registered office, you’ll file a Statement of Change Changing the Principal Office Address online.

Step 2: Identify and gather the information you need to amend

Colorado LLCs will need to file the Articles of Amendment to make changes to their company. But before you go into the paperwork, it’s helpful to gather all of the information you’ll need for filing. Here’s a quick look at what the amendment requires:

• Name of the company
• The text of each amendment you’re making
• Delayed effective date for the change (optional)
• Name and address of each individual causing the form to be filed

The text for your desired amendment is especially important; you’ll need to get the details right. For example, if you’re going to be changing your business name, you’ll need to confirm your old name, the exact spelling of your new one, and the designator you’re going to be using.

Gathering this information before you tackle your paperwork will help streamline your filing process.

Why should I update my Articles of Organization?

Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in Colorado, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business (though, as we mentioned above, this is done with a separate form).

Are there penalties if I don’t amend my articles?

If your Articles of Organization aren’t current, the LLC can’t get a Certificate of Good Standing (CGS). The CGS states that a company is compliant with all legal requirements and has paid all relevant taxes. Some states use a different name for the CGS, such as Certificate of Existence or Certificate of Status.

If a Colorado business entity changes names, the Certificate of Good Standing it previously held is no longer valid. If the state of Colorado labels a business as noncompliant or delinquent, it doesn’t qualify for a valid Colorado Certificate of Good Standing. Without this certificate, it’s very difficult to obtain a small business loan or raise capital when it’s time to expand.

And remember: it’s the law.

Step 3: File your amendment with the Secretary of State

Now, it’s time to file your amendment paperwork. Unlike some states, Colorado doesn’t offer paper filings for amendments; you’ll need to file online using the Secretary of State’s website. You’ll start by searching for your record so you can file online. Then, you’ll need to fill in the form with all the information you gathered during step 2.

At the time of this writing, there’s a $25 fee for this filing. Once your paperwork is processed, your amendment will go into effect.

Amending a Colorado Corporation Articles of Incorporation

Need to make changes to a Colorado corporation? We’ll show you how in that section.

Step 1: Determine if you need to amend your Articles of Incorporation

In Colorado, corporations organize by filing the Articles of Incorporation with the Secretary of State. Technically, until this form is filed, the corporation doesn’t even exist. The Articles of Incorporation asks for a variety of information, including:

• Name of the corporation
• Principal office address
• Mailing address (may be the same as the principal)
• Name and address of the registered agent
• Number and class(es) of shares the corporation has authority to issue
• Name and mailing address of each incorporator

You can also include additional provisions if you wish. Some common extras are:

• Name and address of each individual incorporator
• Purpose of the corporation
• How the corporation will be managed
• Liability of the shareholders

Generally speaking, if you need to make changes to this information, then you’ll need to file an amendment. However, if you need to change your corporation’s principal address or mailing address, you’ll need to file a Statement of Change Changing the Principal Office Address online. Similarly, if you need to change your registered agent and/or registered office, you’ll file a Statement of Change Changing the Principal Office Address online.

Step 2: Identify and gather the information you need to amend

Corporations will need to file the Articles of Amendment to make changes to their business. But before you begin your paperwork, it’s helpful to gather the information you’ll need to make your desired changes. The Articles of Amendment requires the following:

• Your business ID number
• Name of the corporation
• New entity name (if applicable)
• The text for each amendment
• The provisions for implementing or reclassifying shares (if the amendment changes the share breakdown)
• Delayed effective date (optional)
• Name and address of the individual gathering the form

Having all of this information on hand before you start the paperwork will help streamline your filing process.

Step 3: File your amendment with the Secretary of State

The next step is to file your amendment paperwork. In Colorado, online filing is the only option, so you’ll need to search your record on the Secretary of State’s website and submit your filing. You’ll fill in the form with all the information you gathered during Step 2.

At the time of this writing, there’s a $25 fee for this form. Once the paperwork is processed, your amendment will go into effect.

Colorado Articles of Amendment vs. Amended and Restated Articles

Colorado also offers a form titled the “Amended and Restated Articles of Organization/Incorporation” that LLCs and corporations can use if desired. Technically, whenever you amend your formation documents, you add on a portion, making them longer. So, if a business makes a lot of amendments over the course of its lifespan, its founding document can get a bit cluttered.

Restated Articles of Incorporation or Organization consolidates everything into one clean document. Unlike some states, Colorado actually allows you to file a restatement and an amendment simultaneously using the “Amended and Restated Articles” form that matches your business type.

Colorado Articles of Amendment vs. Statement of Change

If you need to change your registered agent’s information, you can’t use the Articles of Amendment form to make that change. Instead, you need to use the Statement of Change form. This form is a little briefer, and (at least at the time of this writing) the filing fee is just $10.

Alternatively, if your periodic report is coming due, you can simply file the updated registered agent information in your periodic report. It’s rather practical to hold off your agent change until the filing period if you’re able to, since that’ll avoid any extra forms and filing fees.

If you’re going to be making changes to both your agent and other provisions for your Colorado corporation or LLC, then you’ll probably need to file both a Statement of Change and the Articles of Amendment.

Let us help keep your Colorado business up to date and legally compliant

For many Colorado business owners, taking care of the paperwork and business registration, including filing Articles of Amendment or acting as a registered agent, can feel overwhelming. But we’re here to help. With our many business formation and legal compliance tools and services, we can take a lot of these tasks off your plate. Let our team help you with the bureaucratic side of things while you focus on what’s important: running your business.