Foreign Corporation

CO Foreign Corporation

Any corporation not actually formed (created) in the State of Colorado is considered to be a foreign corporation. A Colorado foreign corporation is a corporation originally formed in another state that qualifies to transact business in Colorado. If you own a corporation headquartered in another state and want to do business in Colorado, you will need a Certificate of Authority to operate in Colorado. You can obtain a Certificate of Authority by submitting a Statement of Foreign Entity Authority to the Colorado Secretary of State.

To complete the Statement of Foreign Entity Authority, you must file the statement online on the Colorado Secretary of State's website. The Statement of Foreign Entity Authority costs $100 to file and it must be filed online on the secretary of state's website. All foreign entities must have a registered agent in Colorado. You can hire us as your Colorado registered agent for just $35 a year. If we are your registered agent, we can file your corporation's Statement of Foreign Authority for $100 (just add the filing in your online account).

A Colorado foreign corporation should not be confused with an out-of-country corporation.

Colorado Foreign Corporation FAQ

Below, you'll find the answers to the most frequently asked questions about qualifying a foreign corporation in Colorado:

How much do Colorado foreign corporations cost?
You must pay a $100 filing fee to submit the Statement of Foreign Entity Authority to the Colorado Secretary of State. The statement must be filed online. After you register the foreign corporation to do business in Colorado, the corporation must file annual reports, known in Colorado as periodic reports, every year with the secretary of state. Periodic reports cost $10 to file.

Additionally, you will likely have to hire a registered agent in Colorado to meet the foreign corporation requirements. We only charge $35 a year to be your registered agent.
How do I file the Statement of Foreign Entity Authority?
In compliance with with Colorado Statute § 7-90-803, to register a foreign corporation in Colorado, you must file the Statement of Foreign Entity Authority online on the Secretary of State's website. You must include the following information:

  1. The corporation's true name as registered in its home state (the state where it was originally formed). The online questionaire will ask what your Colorado business ID is.
    This will be given to you after you complete your filing, so the question is technically unanswerable. It's okay to skip it.

  2. The type of entity (in this case, you can write "corporation") and the state where it was originally formed.

  3. The corporation's physical address and mailing address, if different.

  4. Your Colorado registered agent's name and address. You'll be asked whether the registered agent has consented to the appointment. Assuming that you've already paid for the service or an individual has agreed to be your registered agent, check the box and move on.

  5. Enter the date when your corporation commenced or will begin doing business in Colorado. If you want to enter a delayed effective date, the questionaire allows you to do so.

  6. List the name and address of the person filing the Statement of Foreign Entity Authority

Unlike most states, Colorado does not require foreign corporations to include a Certificate of Existence from their home state.
What if my corporation's name isn't available?
If the name of your corporation isn't available in Colorado, you must choose an assumed name for use in Colorado.
Do I need to register as a foreign corp in Colorado?
You'll have to qualify your corporation as a foreign in Colorado if your business is "conducting activities" in Colorado. If you have an online business that statement may seem very vague. Typically what the state means is by "conducting activities" or "transacting business" is that you are physically doing business in the state in one of the following capacities:

  • You have a business location in Colorado

  • You employ a sales rep in the state who services customers in Colorado

  • You have contractors physically doing work or selling items in Colorado

Most online companies who ship items to every state in the US do not need to register as foreign corporations in Colorado. However, if you're unsure, you may want to consult your attorney.
What if I don't register as a foreign corporation?
If you get caught (and if you're physically operating in the state, it's likely that you will), you'll have to pay a bunch of fees and penalties. You also won't be able to take people who owe your corporation money to court in Colorado. So, it's probably worth the effort to just save yourself the headache and register as a foreign with the state if you need to do so.

Foreign Corporation Service

We charge $100 plus the Colorado state filing fee to prepare and file the foreign Colorado corporation Certificate of Authority form with the Colorado Secretary of State, Corporations Division. We also will find the documentation needed from the home state of your incorporation to file your documents.

If you want to submit the paperwork yourself: you just need to sign up for our Colorado registered agent service and the foreign corporation form is in your client account immediately. As an added bonus, we've included some filing tips on how to make the filing with the state. Your business needs to have a Colorado registered agent anyway, so we try to make this an easy process for you, whether you want us to submit your papers or you want to do the filing yourself.

How Do I Get Started?
You sign up for Colorado registered agent service first. You then can look at the form for foreign corporations in your online account and also at the included filing tips. If you decide not to fill out and submit the paperwork yourself, you can click the “Add services" tab from your account, and add our filing services for the state filing fees plus $100. At all times, you can check the real time status of our work in progress. Once we are done with your Colorado foreign corporation registration, we always store the filing into your online account, email it to you, and send you the original filed documents by mail.