Colorado Statement of Foreign Entity Authority

Colorado's registration for an LLC formed elsewhere is the Statement of Foreign Entity Authority, filed under C.R.S. § 7-90-803. The Secretary of State's own FAQ shortens it to SOFEA. It has no form number, and there is no paper version: the forms page marks the paper form "Not available," and the PDF on the website is a sample stamped "Do not submit." You file through the Secretary of State's online system, starting from a true-name availability search.

The state fee is $100, payable online, which is also what our checkout passes along as $100. The Secretary of State says documents filed online are processed in real time and are available right after payment goes through. The one exception it names is an individual agent without a Colorado driver's license or ID, who needs a passcode first, and that request can sit in a queue for a few business days. We do not promise a turnaround; the state's statement describes its system.

The statement asks for the true name and any assumed entity name, the jurisdiction of formation, the form of the entity, the principal office address (a street address, not a post office box), your Colorado registered agent's name and addresses with a confirmation that the agent has consented, and the date the company began or expects to begin transacting business in Colorado. A delayed effective date of up to 90 days is available, and everything must be in English. At our checkout, $199 added to the state fee gives $299 today.

A good standing certificate is not part of this filing. Section 7-90-803 lists what the statement contains, and the sample form and its instructions ask for no certificate of existence and no certified copy of the formation document. The only optional attachment is additional information provided by law. With nothing coming from home, there is no age limit to track either.

Colorado does not define "transacting business" in its list of definitions. Section 7-90-801(2) instead says a foreign entity is not considered to be transacting business or conducting activities here merely because it does one or more of a dozen things. The ones that apply to an LLC are:

• defending, settling or pursuing a proceeding or dispute on its own behalf;
• meetings of owners or managers and other internal affairs;
• bank accounts, and offices or depositories handling its own securities or ownership interests;
• selling through independent contractors;
• taking orders, by mail, electronically, or through employees or agents, that require acceptance outside Colorado before they turn into contracts;
• borrowing or lending, and taking mortgages or other security interests;
• securing or collecting debts it is owed, or enforcing the security behind them;
• owning real or personal property without more;
• one transaction that wraps up within thirty days and does not belong to a repeating course of like deals; and
• commerce across state lines.

The statute states that the list is not exhaustive. If you are asking something like whether a remote employee in Colorado triggers a filing, the Secretary of State's FAQ points you to the statute and suggests talking to an attorney or business advisor, because it cannot answer legal questions.

Under § 7-90-601, an LLC name in Colorado has to be distinguishable from every other name of record and must include a term such as "limited liability company," "ltd. liability co.," "limited," "L.L.C.," "LLC" or "ltd." Punctuation and capitalization do not make two names distinguishable, though "ABC LLC" and "ABC Limited Liability Company" count as different.

If your true name is taken, or lacks a designator, § 7-90-603 requires an assumed entity name for use in Colorado. The FAQ suggests that it could be your true name with the correct designator added. Colorado says an assumed entity name is not a trade name or DBA. A name reservation is optional and costs $25 for 120 days, and a Statement of Registration of True Name, also $25, is not required.

Since July 1, 2025, when HB 24-1137 took effect, every foreign entity authorized here must continuously maintain a registered agent that is one of three things (§ 7-90-701). It can be an individual aged 18 or older whose primary residence or usual place of business is in Colorado. That person must have a current Colorado driver's license or ID, or else verify residency with the Secretary of State through an agent passcode. It can be a domestic entity in good standing with a usual place of business in Colorado. Or it can be a foreign entity authorized here, in good standing, with a usual place of business in Colorado.

The statute defines a usual place of business as a place in the state customarily open during normal business hours where someone authorized to act as agent is commonly present, and it excludes post office boxes. The agent must consent. The Secretary of State cannot be the agent. A separate Colorado mailing address can be a PO box, but the agent's street address cannot. Changing agents costs $10 through a statement of change, or you can do it on the periodic report.

Section 7-90-802 is more specific than most states about the cost. The unregistered company is liable for the fee set by the Secretary of State, capped at one hundred dollars per calendar year, with a partial year counting, that it operated without authority, plus penalties for not paying it. No statement can be filed until those amounts are paid. A civil penalty of up to five thousand dollars may be added, and the attorney general can recover both in an action in Denver district court. A court may also enjoin further business until everything, with interest and costs, is paid and the company complies.

The limit on suing is narrower than you may expect: the entity cannot maintain a court proceeding for the collection of its debts until the statement is filed. A court may stay any case the entity starts while it decides whether a filing was required, and once the statement is filed the case cannot be dismissed for that reason. Doing business without the statement does not impair the validity of the entity's acts or prevent it from defending a proceeding. The home state's law governs the liability of owners and managers.

A foreign entity with Colorado authority files a periodic report once a year, online only. The fee is $25. The first report is due by the last day of the second calendar month after the first anniversary of the month your authority became effective, so authority that took effect in March 2026 means a report month of March 2027 and a deadline of May 31, 2027. The report can be filed two months before the report month. Miss the deadline and a $50 late penalty applies; two months after that, the entity is classified as delinquent. A delinquent entity cannot sue to collect debts until it cures, either with a Statement Curing Delinquency (one hundred dollars) or by withdrawing.

Other changes, such as a different jurisdiction, assumed name or entity form, each take a $10 statement of change. The Secretary of State does not handle tax; for that, see the Colorado Department of Revenue.

Leaving Colorado means filing a Statement of Foreign Entity Withdrawal for $10, online. If you file it before a periodic report would be due, you skip that report and its fee. The name then shows "Colorado authority relinquished."

Answer the checkout questions and we assemble the Statement of Foreign Entity Authority and file it through the Secretary of State's online system. Your Colorado registered agent is included for the first twelve months, then renews at $149 a year. Service of process gets scanned and uploaded within the same business day, with no fee.

What you pay today buys the filing plus twelve months of agent service. The yearly periodic report and any tax filings are yours to handle. Mainstay files documents and is not a law firm. Corporations are accepted at the same checkout, and the figures for a corporation are identical: $299 today.