How To Withdraw A Foreign Colorado LLC Or Corporation

Northwest’s guide to withdrawing a foreign LLC or corporation in Colorado goes over what it means to be a foreign business, the forms you’ll need to file to withdraw or cancel your business, the cost to withdraw your business, and everything else you’ll need to know.

Steps to Withdraw a Foreign Colorado Business

To withdraw your foreign LLC or corporation in Colorado, you’ll need to file withdrawal paperwork with Colorado’s Secretary of State. Here’s how to do it.

What is a foreign Colorado business?

When companies expand their business to a new state, they’re called “foreign businesses” in their new state. To operate legally, the business needs to register with its new state by completing a process called foreign qualification. Later, if the business stops operating in its “foreign” state, it can withdraw the business by cancelling its foreign registration.

How do I cancel a foreign LLC or Corporation in Colorado?

Colorado requires both foreign LLCs and foreign corporations to submit a Statement of Foreign Entity Withdrawal form with the Colorado Secretary of State. This form can only be submitted online. To file online, go to Colorado’s Record Identification or ID Search page, and type in the entity name (ex: Pete’s Pies). Your business information will pop up. Click “Confirm” to verify that you are authorized to make changes to the business. You’ll be taken to a list of available documents. Click on “Withdraw Foreign Entity Authority,” and follow the steps. Colorado charges a $125 fee to withdraw a foreign LLC or foreign corporation.

Foreign Colorado LLC and Corporation Withdraw FAQ

Do you need a Colorado Department of Revenue clearance first?

No. The Colorado Secretary of State doesn’t get involved with tax issues.

How long does it take the state to process the withdrawal filing?

Your withdrawal will be processed immediately.

What agency do you need to file the withdrawal with?

Colorado Secretary of State
1700 Broadway, STE 200
Denver, CO 80290

What happens if I don’t file a withdrawal and just let the annual report filings go unfiled?

If you do not file your Periodic Report by its due date, your foreign business will have its status changed to “Noncompliant.” If you have not filed your Periodic Report and paid the late filing penalty, totaling $50, in 60 days, you will have your status changed to “Delinquent.” Now you will need to file a Statement Curing Delinquency, and pay a $100 fee online to have your status returned to “Good Standing.” The delinquency status will remain indefinitely but your business name will be up for grabs 400 days from your delinquency. Since 2005, Colorado has allowed a business to remain classified as “Delinquent” forever if all cures and filings are ignored.

What are more details regarding Colorado’s Periodic Reports for businesses?

In Colorado, businesses must file a Periodic Report every year at some point between the two months before and after a business’s registration date. Periodic Reports are filed with the Secretary of State so that its business information can be updated. So if a business is formed in April, the first day you can file a Periodic Report is February 1, and the last one is June 30. You will receive an email reminding you of your Periodic Report filing window on the first day it begins. It must be filed online and there is a $25 processing fee. Once the due date has passed your status is changed to “Noncompliant” and there is a $50 late filing penalty. If a Periodic Report, with fee and penalty, has not been filed 60 days from the due date, the company’s status is changed to “Delinquent.” During the 60 days, all the business has to do is file the report and pay the fees and the “Noncompliant” status will be returned to “Good Standing.” After the “Delinquent” status has been applied to a business, a Statement Curing Delinquency must be filed online with a $100 processing fee. This Delinquent status will remain indefinitely and the only other ways to have your status changed is the online filing of either Articles of Dissolution or Statement of Foreign Entity Withdrawal.

If you just don’t file an annual report, how long before you lose your Certificate of Authority?

The delinquency of an entity does not affect the existence of an entity or the authority of its registered agent. Colorado no longer revokes authority of a delinquent business. The Colorado Secretary of State would wish that a delinquent company does not conduct business, but it has no means to investigate or enforce that.

What are the late fees and penalties to re-register if you didn’t file a withdrawal correctly?

A Statement Curing Delinquency includes a $100 online fee. Go to the link below to become a business returned to “Good Standing.”