Colorado corporation amendments

How to Amend Colorado Articles of Incorporation

Colorado law requires corporations to keep vital information up to date. Learn how to amend your Articles of Incorporation and how we can help you stay compliant.

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Most states require corporations to file Articles of Incorporation to form the business entity. But what happens when the information in the Articles of Incorporation changes? Let’s take a closer look at amending Articles of Incorporation in Colorado.

What are Colorado Articles of Incorporation?

Your Colorado Articles of Incorporation (AOI) registers and establishes your Colorado business with the state. Your AOI includes vital information about your business, including:

  • The name of your business
  • The mailing address for your business’s principal office
  • The name and address of your registered agent
  • A statement regarding your registered agent’s consent
  • Name and address of incorporators
  • Classes and shares of stock issued
  • Any additional information you want to include

Colorado requires businesses to submit their Articles of Incorporation online. We offer formation services for Colorado corporations and can file your Articles of Incorporation with the Colorado Secretary of State. Once your Articles of Incorporation receive approval from the state, your Colorado corporation is officially registered.

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

The information included in the Articles of Incorporation informs the Secretary of State about the important aspects of the corporation. When a change occurs that affects any of that information, Colorado businesses have to submit Articles of Amendment reflecting the change. 

Keeping your business entity information up to date allows you to focus on operating your business instead of wondering if it complies with legal guidelines.

Why it’s important to update your Colorado Articles of Incorporation

Without an updated Articles of Incorporation, Colorado corporations face the consequences of being unable to obtain a Certificate of Good Standing. A Certificate of Good Standing signifies to other parties that your corporation is legally compliant. The need for a Certificate of Good Standing arises in situations such as:

  • Entering into a contract with another party
  • Opening a bank account for your corporation
  • Applying for a loan

The inability to obtain a Certificate of Good Standing can negatively affect a corporation’s opportunities for growth and ability to raise capital.

Step 2: Review the requirements for your Colorado amendment

Some circumstances triggering the need for Articles of Amendment include:

  • When you update the name of your business
  • When you plan to cancel shares of stock
  • When you plan to issue more shares of stock

The Articles of Amendment can address any information altering the Colorado Articles of Incorporation, as well as information adding to the Colorado Articles of Incorporation.

Step 3: Gather information for your Colorado amendment and file it

To file Articles of Amendment in Colorado, you need the name of the entity and the ID number. Additionally, the Articles of Amendment need to include the date you want the amendment to take effect.

In most cases, amending the corporation’s Articles of Incorporation requires approval by the board of directors. Therefore, you will need to include any attachments reflecting the voting and approval process by the board with your Articles of Amendment.

What can’t be changed in the Articles of Amendment?

Colorado requires certain information to be updated using specific forms.

To change the principal office address for your Colorado corporation, file a Statement of Change Changing the Principal Office Address form with the Colorado Secretary of State.

Colorado provides Statement of Change forms to update the resignation or other termination of a registered agent and or to change the registered agent information of the corporation.

Colorado Articles of Amendment vs. Restatement of Articles of Incorporation

A Restatement of Articles of Incorporation allows you to re-establish the Articles of Incorporation for your corporation, completely replacing the original filing. Colorado doesn’t offer this option. An Articles of Amendment, however, allows you to add to, remove, or alter information in the original Articles of Incorporation, which stays in effect. The Articles of Amendment supplement the original Articles of Incorporation rather than replacing it. Our Worry-Free Compliance service covers two yearly amendments.

Colorado combines the process by offering corporations the option of filing Amended and Restated Articles of Incorporation which combines the original Articles of Incorporation with the added amendments into one document.

We can help!

Inevitably, circumstances will arise triggering the need to amend the Articles of Incorporation for your Colorado corporation. 

We can help alleviate the stress of the process and allow you to focus on running your business. We can help you get your business off the ground with our Colorado formation services. Our business formation service also includes:

  • Name Search: We verify that the business name you choose is available before filing your Articles of Incorporation. If your preferred name is unavailable, we will contact you and give you the opportunity to pick a different name.
  • Expert Support: Our filing experts provide advice during business hours by chat or by phone to answer your questions. 

We also offer registered agent services to satisfy Colorado’s legal requirement of listing a registered agent on your Articles of Incorporation. A registered agent accepts service of process on behalf of the corporation in the event of a lawsuit and receives correspondence on behalf of the corporation from the Colorado Secretary of State. Our registered agent service also stores received documents in a dashboard, so you can access and print them as needed.

With our Worry-Free Compliance service, we send alerts to business owners for important compliance and filing deadlines, cover costs for filing your annual report and two yearly amendments, and provide expert support in the event your Colorado corporation falls out of good standing. 

Disclaimer: The content on this page is for information purposes only, and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.

FAQs

  • What entities may need to file Colorado Articles of Amendment?

    Colorado requires the following entities to file Articles of Amendment to reflect changes to their business:

    For-profit corporations
    Non-profit corporations
    Limited liability companies (LLCs)
    Limited partnership associations
    Cooperative associations
    Public benefit corporations

  • How much does it cost to file Colorado Articles of Amendment?

    The Colorado Secretary of State provides links to the Articles of Amendment forms for each entity. The forms reflect the price of the Amendment.

  • Who can file Colorado Articles of Amendment?

    Colorado doesn’t limit who can file Articles of Amendment on behalf of the corporation, as long as he or she complies with the state’s corporate laws. The individual filing the Articles of Amendment does need to include his or her mailing address.

  • Where do I file Colorado Articles of Amendment?

    Colorado requires corporations to file Articles of Amendment electronically.

  • Are Articles of Amendment the same as an annual report?

    No. Colorado requires corporations to submit periodic reports annually, regardless of whether the corporation made changes to information contained in the Articles of Incorporation. Articles of Amendment arise only when there is a change to the information contained in the original Articles of Incorporation.

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