Step 3: Decide on share structure
The Articles of Incorporation will need to include the number of shares of stock that the corporation is authorized to have.
Step 4: File Articles of Incorporation in Colorado
The Articles of Incorporation is the document that is used to officially create a corporation. In Colorado, Articles of Incorporation is filed with the Secretary of State’s office and contains the following information:
- Corporation name. The name must meet state requirements, including containing the term "corporation", "incorporated", "company", or "limited" (or an approved abbreviation).
- Principal place of business. Must be a street address. This information will be public.
- Mailing address. May be a PO box or street address.
- Registered agent name and address. Name and Colorado street address of the Colorado registered agent.
- Registered agent mailing address. May be a Colorado street address or Colorado PO box.
- Registered agent consent. The filer will need to check the box indicating that the registered agent has agreed to be the registered agent. A statement of consent is also required.
- Authorized shares. Classification and number of shares
- Incorporator (s). Name and mailing address of each person (individual, entity, trust, state, or estate) forming the entity
- Delayed effective date (optional). There is the option to have the filing take effect immediately or at a later date.
- Individual(s) causing delivery. Usually the individual(s) filling out the Articles of Incorporation form. The public will be able to view this information.
Step 5: Hold an organizational meeting
The purpose of the initial organizational meeting is to complete the organization of the corporation after the Articles of Incorporation is filed. If initial directors are named in the Articles of Incorporations, they hold the meeting. If initial directors are not named, the incorporator holds the meeting. A sample of the actions required to complete the organization include -
- Appointing directors (if initial directors were not named in the Articles of Incorporation)
- Adopting corporate bylaws
- Electing officers
- Issuing stock
- Selecting a corporate bank
- Setting the organization’s fiscal year
- Setting up a corporate records book
Step 6: Prepare corporate bylaws
Corporate bylaws set out the basic rules for how the business and affairs of the corporation will be conducted. This governing document is not filed with the state, but it is highly recommended for corporations in Colorado to create one. Corporate bylaws should be kept with the corporation’s business records.
Bylaws generally cover areas of internal management, including the roles of directors and officers and the holding of shareholders’ and directors’ meetings. Bylaws may contain any provision not inconsistent with the law or the corporation’s Articles of Incorporation.
Step 7: Issue shares of stock
Stock refers to the overall ownership in a corporation, while shares represent units or a percentage of that ownership. This is why the owners of a corporation are referred to as shareholders.
A corporation may issue any amount of shares up to the authorized amount set forth in the Articles of Incorporation. To increase the authorized amount requires an amendment to the Articles.
Step 8: Get an EIN
A federal employer identification number, or EIN, is an IRS-issued identification number for businesses. This number is also referred to as a FEIN or federal tax ID number. All corporations are required by federal tax law to obtain an EIN.
An EIN is used for tax filings, as well as for other important business activities, such as opening a business bank account, obtaining a loan, or paying invoices. Check out our article on Federal EIN for more information.
Step 9: Select a tax election (S corporations)
An S corporation is not a separate business structure, but an IRS tax classification. A Colorado corporation may have the option of applying to be an S corporation through an IRS filing. In other words, this is done through a federal filing, not through a state government filing.
By default, a corporation is taxed by the IRS as a C corporation. In order for a corporation to become an S corporation, it will need to meet eligibility requirements and file Form 2553 (Election by a Small Business Corporation) with the IRS.
Read What is an S Corp to learn about the difference between taxation under Subchapter S of the Internal Revenue Code and Subchapter C, eligibility requirements, and information on maintaining tax status under Subchapter S.
Step 10: Comply with other tax and regulatory requirements for Colorado businesses
Your Colorado corporation may be required to complete additional compliance steps in order to legally do business in the State of Colorado. The following are a sample of possible requirements:
- Department of Revenue registration. Colorado state business taxes are handled by the Department of Revenue. Colorado businesses may need to register with the agency to obtain a sales tax license, certificates of exemption, wholesale license, and more.
- State licenses. A number of professions and industries require registration with and obtaining licensing from a state agency. The Department of Regulatory Agencies (DORA) handles the issuing of many of these licenses.
- Employees. Your corporation will have to complete a number of steps if it has one or more employees, including having a federal EIN, reporting new hires via the state’s reporting portal, and obtaining Workers’ Compensation insurance.
- Local business licenses and permits. Your Colorado corporation may need to obtain a local business license, as well as fulfill other license and permit requirements. Registration may need to be done at both the city and county levels.
- Trade name filing. A corporation doing business under a trade name (or DBA “doing business as” or assumed name) will need to register the name with the Secretary of State’s office.
- Periodic report. Colorado corporations and other reporting entities must file a periodic report each year with the Secretary of State’s office to remain in good standing.
Colorado (CO) corporation basics and FAQs
What is the cost to incorporate in Colorado?
At BizFilings, we clearly outline our fees and the state fees to form a Colorado corporation. View our pricing to incorporate as a C corporation or S corporation to plainly see:
- BizFilings’ package prices. BizFilings offers three incorporation service packages from which you can choose.
- State fee for standard turn-around. Our pricing clearly shows the state fee to incorporate in Colorado with standard turn-around.
- Expedited turn-around. You will see the BizFilings and state fee, if any, for expedited turn-around.
- 24-hour turn-around. Colorado has a 24-hour filing option, which is outlined in our pricing.
- Certified copy. Our pricing also clearly displays the BizFilings and state fee, if any, for issuing a Certified Copy of the Articles of Incorporation.
