What “Noncompliant” Means for a CO Business

If your business is listed as “noncompliant” with the Colorado Secretary of State, you’ll want to make sure you get back to being in “good standing.” Here’s how:

What is a “noncompliant” business in Colorado?

“Noncompliant” is a business status issued by the Colorado Secretary of State’s office when a business hasn’t kept up with the necessary paperwork to keep it in “good standing” with the state. A “noncompliant” designation is usually given for one of two reasons:

• The CO Periodic Report wasn’t filed on time
• The business doesn’t have a CO Registered Agent on file

Businesses receive notification from the CO Secretary of State’s office when their status has been moved to “noncompliant,” and they are typically given a two-month window of time to file a late periodic report. If the business doesn’t take any action within the allotted time, however, the Secretary of State’s office will change the business’s status to “delinquent.”

What happens if my CO business is delinquent?

If your Colorado business is delinquent, it means your business is not legally recognized as operable in the state of Colorado. If you continue to operate your business, you will be subject to penalties and fees. You may also have trouble trying to obtain business loans and you won’t be able to foreign register in another state—both transactions usually require your business to show it’s in “good standing” with your state of formation (in this case: CO). If your business is delinquent for more than 400 days, your business name will be listed as such and you will no longer be able to use it.

One of the benefits of forming a Colorado Corporation or a Colorado LLC is benefiting from the liability protections of these business structures. If your business becomes delinquent, your personal assets may not be protected from any potential business debts.

How do I get back in “good standing” in Colorado?

Make sure you know why your business status has changed to “noncompliant” or delinquent,” then take the appropriate action.

• For unfiled periodic reports, check to see if a periodic report is available to file for your company.
• For not having a registered agent, file a Statement of Change* to update your RA information.
• For a delinquent business, file a Statement Curing Delinquency*.

If the reason for your company’s “noncompliant” status isn’t evident by looking at your online account, you may want to call the Secretary of State’s office to verify why your business status has changed: (303) 894-2200.

* Note that Colorado does not accept paper fillings, these are sample copies of the forms. All documents can be filed online by using Colorado’s Record Online or ID Search function. Simply find your company’s online record, select “File a form,” then choose the appropriate document.