Foreign LLPs in Colorado: Filing for Authority

Colorado has no foreign LLP registration of its own. Section 7-64-1002(4) of the Colorado Revised Statutes states that part 8 of article 90, the rules for foreign entities, applies to foreign limited liability partnerships and foreign limited liability limited partnerships. A 1995 section that once governed foreign LLPs was repealed in 2004, so the general foreign entity rules are the only ones left.

That has a practical result. Your LLP files the same statement as a foreign corporation or LLC, pays the same fee and follows the same agent and reporting rules. One line matters for partnerships in particular: section 7-90-801(1) says part 8 does not apply to a foreign general partnership that is not an LLP. Being an LLP is what brings the partnership under the filing requirement.

Home-state law continues to govern the partnership's organization, internal affairs and the liability of its partners (section 7-90-805).

Under 7-90-801(1), no foreign entity may start transacting business or conducting activities in the state ahead of its filed statement. The statute leaves transacting business undefined and gives a list of activities that, taken alone, are not it. Subsection (3) says the list is not complete.

• Taking part in a lawsuit or resolving a dispute for itself
• Partner meetings and other matters of internal affairs
• Having bank accounts
• Keeping an office or depository for its own ownership interests
• Selling through independent contractors
• Soliciting orders that need acceptance outside Colorado to become binding
• Incurring or acquiring debt, including mortgages and security interests
• Collecting its own debts or enforcing collateral
• Owning real or personal property, without more
• A single deal that closes within thirty days without being one of a recurring series
• Interstate commerce

A single engagement for a Colorado client that wraps up quickly and is not part of a pattern fits the isolated-deal item, while an office, a resident partner or recurring work does not appear on the list at all. The state declines to answer fact-specific questions and recommends an attorney or business advisor, so use one if the partnership's Colorado work is close to the edge.

Look for the Statement of Foreign Entity Authority on the Secretary of State's online business system. The state does not offer a paper version, no form number exists, and the PDF posted on its website is only an example that must not be submitted. The fee is $100, and once payment goes through the record is live immediately.

What you will enter

• The partnership's true name as registered at home, and the Colorado name if an assumed entity name is needed
• Where the LLP was formed, and its entity form, chosen from a drop-down
• The principal office's street address and, optionally, a mailing address
• The registered agent's information and a checked consent statement
• When Colorado business began, or when it is expected to begin

A person must sign for the filing, acknowledging a perjury notice. Colorado accepts information in English only, and you may choose a later effective date as far out as 90 days.

Colorado does not ask a foreign LLP for a good standing certificate or any other record from its home state. Section 7-90-803 lists the statement's contents: the true name, home jurisdiction, entity form, principal office, agent and start date. A certificate is not among them, and the state's sample form and instructions do not request one.

What the filer swears to is a set of facts, so the exact name on the partnership's registration at home is the thing to confirm before starting. With nothing to attach, a certificate cannot be too old, and the filing does not wait on another state's records office.

An LLP's name in Colorado must contain a term from section 7-90-601, such as limited liability partnership, registered limited liability partnership, limited, LLP, L.L.P., RLLP, R.L.L.P. or Ltd. The same section lets certain regulated professional firms use PLLP or P.L.L.P. when Colorado Rule of Civil Procedure 265 or title 12 of the statutes specifically permits it. The name must also differ from every other entity name in the state's records.

If the home name fails either test, section 7-90-603 has the partnership register an assumed entity name for use only in Colorado. The state notes that this is not the same as a trade name or DBA. A name search opens the online filing, so you see any conflict first.

A foreign LLP with authority needs a registered agent in Colorado at all times, and section 7-90-701 brought new identification requirements for individual agents from July 1, 2025.

Three kinds of agent are allowed. The first is an adult individual who lives or works at a usual place of business in Colorado and who holds a Colorado driver's license or ID, or whose residency the state has verified. The second is a business formed in Colorado that stands in good standing and operates from a location here. The third is an outside business that holds Colorado authority, is in good standing and keeps such a location as well.

Usual place of business has a statutory meaning (section 7-90-102): a Colorado location that keeps ordinary business hours and is staffed by someone authorized to accept service for the entity. A post office box or commercial post office box does not qualify as the agent's street address. Consent from the agent is required, and the Secretary of State is ineligible. A partnership run from another state therefore needs either a Colorado individual or an entity with a Colorado place of business.

Foreign entities with authority are reporting entities, so an LLP files a periodic report every year, online, for $25. Its first report falls due on the last day of the second month following your authority's anniversary month, and you may file as early as two months before the report month. After the due date, a $50 penalty is added to a late report, and the entity slides into noncompliant status and then into delinquency. While delinquent it cannot bring a suit to collect debts, and the cure is either a Statement Curing Delinquency at $100 or a withdrawal.

A statement of change, $10 for each type, is the way to update the agent, the assumed name, the entity form or the jurisdiction, and section 7-90-804 requires one when the filed statement stops being true.

Leaving

Withdrawal is done online through the Statement of Foreign Entity Withdrawal, for $10. Filing it before a periodic report would come due excuses the report. Tax matters are outside the Secretary of State's role, and the Department of Revenue handles them.

Under section 7-90-802, a partnership transacting business with no statement on file faces four consequences.

1. Until it files, it may not bring a Colorado action to collect debts, and a judge can stay a case already started while deciding if authority was needed.
2. It owes the Secretary of State's prescribed fee, never more than $100 per calendar year or part of one in which it operated without authority, and that must be paid before the statement can be filed.
3. A civil penalty up to $5,000 can be imposed.
4. The attorney general may pursue it in Denver district court, where the judge can enjoin further business until the amounts are paid.

The partnership's acts remain valid, and it can defend a lawsuit. The published fee schedule has no back-fee line, so the practical amount is unclear.

Mainstay Filing's checkout for foreign registrations handles LLCs and for-profit corporations only. An LLP gets the registered agent instead, for $149 a year, flat, and unchanged at renewal. The Colorado address you publish on the application is the agent's, and it stays on the public record. Process served on the agent reaches you as a scan within the same business day, free of charge, and so do your first three pieces of government mail annually.

If an agent is already on file for the LLP, Mainstay Filing can submit the replacement filing and charge you only the state's fee. The partnership or its attorney is responsible for submitting the Statement of Foreign Entity Authority. Because Mainstay Filing's agent is a company, it can serve under the entity rule above. Mainstay Filing is not a law firm. Find the agent service at the Colorado registered agent page.