While corporations are among the more complicated business types for many entrepreneurs because they are treated as an entity separate from the owners, the structure of a corporation is exactly what suits their needs. 

What is a corporation?

There are three types of corporations, and to get a better idea of how this overall business entity works, you’ll need to familiarize yourself with them:

• C corporations are owned by shareholders who elect a board of directors to oversee operations. They are taxed as a separate legal entity from anyone else involved and provide the greatest amount of protection between business and personal assets.
• With S corporations, earnings are split among shareholders and are taxed at that level only, not also separately as a business entity. 
• Nonprofit corporations can apply to be tax-exempt at the federal level (employees must still pay taxes on their wages), require significantly more paperwork, and adhere to strict regulations.

In this article, you will learn how to get started forming your corporation in the Centennial State.

How do I form a corporation in Colorado?

In Colorado, making your new corporation official requires filing the Articles of Incorporation with the Secretary of State office. This process can only be completed online. Before you get to that point, and afterward, there are several other steps to consider.

To simplify the process of forming a corporation in the state of Colorado, we’ve put together 10 easy steps to form your business:

Step 1: Name Your Colorado Corporation

Coming up with a name is not quite as simple as it sounds. You will need to make sure your business name is unique, suits your business well, aligns with all business naming regulations, and includes a corporation designator. 

Besides choosing a name you like and making sure it meets standards, don’t overlook the importance of checking for available web domains. You’ll want to reserve a website domain name that matches your chosen title and has not already been taken.  

Business Naming Process

Here is the full breakdown of the naming process:

Start by creating a list of potential names that you like and match your business’s purpose. The more options you have on the list, the better, so you don’t end up with nothing during the process of narrowing them down.

Naming Requirements

As per the Colorado Secretary of State: One of the following terms or abbreviations must be included in the name (see section 7-90-601, C.R.S., for exemptions):

•  “Corporation”
• “Incorporated”
• “Company”
• “Limited”
• “Corp.”
• “Inc.”
• “Co.”
• “Ltd.”

Search for Name Availability

Perform a Business Database Search on the Secretary of State’s website to see if your name choices are too similar to current businesses. You will need to eliminate any such names from your list of possibilities. (Note that words or abbreviations in a name that indicate the type of company — “Corporation,” “Inc.,” etc. — are not considered when determining if a name is unique.)

The name cannot suggest that it is associated with any government agency or include anything indicating that it will be engaged in business that is illegal.

Once you’ve narrowed down your list based on the above, the next task is to search for available domain names to ensure you will be able to secure a website domain that matches your business name. 

Consider Trademarks

Consider if any part of your business name or any logos you plan on using should be registered as a trademark, and search to make sure your desired name isn’t already trademarked by someone else on the state or federal level. Trademarks can be registered in Colorado through an online form and payment of a $30 processing fee.

You may also want to consider researching trademark registration at the federal level. If the trademarks you wish to use are already in use, you need to narrow down your list of possible names further. Note that while trademark registration at the federal level offers more protection, it is often faster to first register at the state level.

Get a DBA Name

If you would like to do business under a name different from your official business name (often called a “doing business as” (DBA) name or trade name), you will need to file a Statement of Trade Name form and pay a $20 fee. 

Reserve Your Business Name

Once you have settled on a business name, you can reserve the name if you are not ready to register it. Reserving your business name can be done electronically through the Secretary of State’s website for a $25 fee. The reservation will be good for 120 days.

When you reserve your name, you should consider registering a domain name that you can use with it.

Step 2: Appoint Directors

The board of directors oversees the operations of the business. The initial incorporators — those filing the Articles of Incorporation for the business — often appoint the initial board of directors. Afterward, the board is elected annually by shareholders (those who hold stock in the company — this can include the original incorporators). 

Director Requirements

In Colorado, only a single incorporator is required, and only one member on the board is needed, although having more is generally advisable.

Incorporators may be directors and also shareholders. In fact, a single person can start a corporation and hold all associated titles. But the three titles are associated with different roles within the company. 

The incorporators should appoint the initial board of directors before filing the Articles of Incorporation. Then, the appointed directors should meet to approve corporate bylaws, determine the share structure, and solidify other matters before filing. That way, your business starts on the right foot with plans clearly in place.

Step 3: Choose a Colorado Statutory Agent

A registered agent is the point of contact for anything legal having to do with the business. The registered agent has to be available during normal business hours and to receive any tax documents, legal forms, and so on that might be sent to the business.

Statutory Agent Criteria

You are required to name a registered agent when you file the Articles of Incorporation. In Colorado, a registered agent must meet the following criteria:

• Be an individual or corporation with a street address (not a P.O. box) in the state of Colorado
• Must be over the age of 18 if an individual
• Must consent to be the registered agent for your business

Can I be my own statutory agent?

While Colorado allows you or even your business entity to be your statutory or registered agent, this isn’t typically advisable. You don’t want to face embarrassing situations with clients or customers by having legal papers served in your place of business, for example. 

Step 4: File the Colorado Certificate of Incorporation

Filing the Articles of Incorporation registers and establishes your business with the state.

What a Certificate of Incorporation Should Include

In this document, you will need to include:

• The name of your business
• The street and mailing address of the principal office or location of the business
• Name, physical address, and mailing address of your registered agent
• A statement regarding the registered agent’s consent
• Name and address of all incorporators
• Number of authorized shares of stock (this is often determined by the board of directors or the incorporators); if there is more than one class of shares, you’ll have to include that in a separate attachment
• Any additional information you would like to include
• Name and address of the person filling out the form

Filing Online

This filing is completed online on the Secretary of State’s website (there is no option to mail in forms). A $50 filing fee is required and can be paid using a credit or debit card or a prepaid account.

Step 5: Create Corporate Bylaws

Does a Corporation in Colorado Need Bylaws?

You should convene a meeting with the board of directors as soon as possible so that corporate bylaws can be established. The bylaws lay out all of the rules and functions of the corporation. While Colorado does not explicitly require corporations to adopt bylaws, it is always good to create them to avoid headaches down the road.

What to Include In Colorado Corporate Bylaws

Your corporate bylaws should include:

• A clear statement of your business purpose
• A list of owners and the rights, responsibilities, and qualifications of each
• A list of the board of directors and the rights, responsibilities, and qualifications of each
• Details of your management structure and the duties of each officer
• Annual meeting scheduling and goals for directors and shareholders
• How ownership and shares are distributed and how the stock is sold or transferred
• How changes are made or voted on
• Details of any committees and their responsibilities
• How conflicts of interest are to be handled

Creating Bylaws

Bylaws are legally binding, so it’s good to seek the assistance of an expert or a lawyer when creating them. You can also find templates online that might help. 

Storing Bylaws

Your corporation’s bylaws do not need to be filed anywhere but should instead be kept in a safe place with other corporate documents. It’s often a good idea to set up a corporate records book where you can keep all of your corporation’s important papers, including bylaws, minutes from meetings, and stock certificates. Colorado law outlines the corporate records you’re required to keep.

Step 6: Draft a Shareholder Agreement

Another important document to draft is a shareholder or stockholder agreement. This document outlines the rights and responsibilities of all shareholders.

What should a shareholder agreement include?

Your shareholder agreement should include:

• Shareholders and their contact information (address, phone number, etc.)
• Shareholder responsibilities, including rules about officer appointments and any actions that shareholders are allowed to take on behalf of the business
• Shareholder voting rights, including whether a simple majority or higher percentage may be required for certain decisions
• How changes to the original shareholder agreement may be made
• How stock can be sold or transferred
• The financial obligation and time commitment for each shareholder
• A clear outline of how dividends are distributed
• A plan for the distribution of assets should the business close

Again, this agreement can be drafted from a template, but you may want to utilize professional assistance. Your shareholder agreement should be kept with your other important corporate records.

Step 7: Issue Shares of Stock

To get your company off the ground, you need capital. It’s a good idea to determine how much capital you need before issuing shares of stock so that you can determine a reasonable value for each share.

Shares of stock may be issued in exchange for services or other noncash value or direct contribution to capital.

Each share is only issued once. However, after being issued, it can be traded and sold. All issued shares must be documented in the company’s annual report. Although it is not typically required, most corporations issue certificates to shareholders, indicating their shares. 

Public or Private Stock

Stock may be issued publicly or privately. Privately issued stock is usually issued to the founders, managers, employees, or a private group of investors. A public corporation makes a portion of its stock shares available for public purchase.

Companies that issue public stock need to file quarterly statements with the Securities and Exchange Commission (SEC). They must also track how many shares are issued and to whom. In Colorado, the Colorado Securities Act requires that the sale of securities such as stocks be registered with the Department of Regulatory Agencies.

Step 8: Apply for Necessary Business Permits or Licenses

Check with the Colorado Department of Regulatory Agencies to see if the business service you provide requires any licenses or permits. If it does, make sure you apply for them and keep them up to date. 

You should also check to make sure local zoning laws are consistent with your business practice. In addition, contact your city hall or county clerk to see if any special local licenses may be required.  

When seeking information about licenses and permits, remember that they can be federal, state, local, and/or industry-specific, so do a thorough search or hire a service to conduct a search for you.

Depending on which type of business you have and whether you have employees, you may be required to have insurance, such as unemployment insurance, professional liability insurance, and so on. Colorado’s government website includes a comprehensive list of insurance types and under which circumstances they are required.

Step 9: File for an EIN and Review Tax Requirements

Corporations are treated as separate entities, which means they need their own tax identification number separate from the Social Security numbers of the owners. As such, you will need to obtain an Employer Identification Number (EIN) from the IRS. This number acts like the corporation’s Social Security number for tax purposes. 

Visit the IRS website and fill out their online form. It only takes a few minutes and is free. Afterward, you will receive your EIN. Keep track of this number in a safe place, as you will need it for future documentation and filing your business’s tax returns.

Remember that corporations must pay their own taxes separate from any taxes paid on shareholder earnings. This must be done at the federal and state levels by submitting the appropriate returns each year.

Step 10: Submit Your Corporation’s First Report

Each year, your corporation is required to submit a periodic report. This allows you to update any information, names, and addresses for your business with the Secretary of State. It also keeps your business in “good standing.”

Filing is done online and incurs a nominal $10 filing fee. The information you will need to include will look very similar to everything you had to include when filing the Articles of Incorporation.

How much does it cost to start a corporation in Colorado?

While the exact cost for starting a corporation in Colorado will vary based on the size and type of the business you start, at a minimum, you will need to pay the $50 fee for filing the Articles of Incorporation. Additional fees may include:

• Registered agent service fees
• Fees for copies of documents from the Secretary of State
• Fees assessed for amendments or other business filings
• Fees associated with licenses or permits
• $10 periodic report fee

We can help reduce the headaches of getting your corporation off the ground by assisting with many of the required steps for a low annual fee.

What are the benefits of a corporation in Colorado?

Corporations, as a business structure, have many advantages. Among these are:

• Protection of personal assets
• Legal recognition as a separate entity in and outside the U.S.
• The ability to issue stock (which can help with funding and capital)
• Ease of ownership transfer
• Perpetual lifetime

However, there are disadvantages you should also be aware of to make an informed decision. Among the disadvantages are the tax structure (profits are taxed at both the corporation and personal income tax levels), and there’s a lot more red tape and paperwork involved than other structures, such as LLCs.

How is a Colorado corporation taxed?

How your corporation is taxed in Colorado will depend on its designation as a C corporation, an S corporation, or a nonprofit.

C corporations are treated as separate entities and must file their own tax returns. In addition, all owners and shareholders file tax returns for earnings and dividends (this results in double taxation). While that might seem less than ideal, there are some benefits to this tax structure, including more flexibility in what can be deducted.

S corporations are pass-through entities, much like limited liability companies (LLCs). All profits are passed through to the owners, who must pay taxes on their individual income tax returns. 

Nonprofit corporations are exempt from paying federal and state taxes, provided they stay within the rules for nonprofit activity. However, anyone drawing a salary from a nonprofit corporation will pay income tax on that salary. 

Keep in mind that you may be responsible for additional taxes, depending on your corporation’s operations and whether you have employees. You can learn more about the following taxes on the Colorado Department of Revenue’s webpage:

• Sales and use tax
• Withholding tax
• Excise and fuel tax
• Severance tax 

We Can Help

Whether you’re in Breckenridge, Boulder, or Denver, our suite of products and services is here to help you start, run and grow your business. No matter what phase of business ownership you’re in, we’re here to help you every step of the way.

Disclaimer: The content on this page is for informational 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.