What is a Delinquent Colorado LLC?
A Colorado LLC becomes “Delinquent” when it fails to file a Periodic Report within 4 months after the Periodic Month.
If your LLC is marked “Delinquent”, you won’t be able to do business in Colorado.
(The Periodic Month is the month the state approves your LLC.)
How long is an LLC Delinquent?
Your LLC can stay in “Delinquent” status for an unlimited period of time.
If you don’t cure your “Delinquent” status in 400 days, your LLC name becomes available to others.
How to cure the Delinquency and bring your LLC “back to life”?
To cure your LLC’s “Delinquent” status, submit a Statement Curing Delinquency with the Colorado Secretary of State.
Filing this document can only be done online.
The fee is $100. Make payment with a debit or credit card.
(Note: you don’t need to pay the annual fee of $25 for every year you didn’t file a Periodic Report.)
Here are the instructions:
- Open the Record Identification Search
- Type in the first few words of your LLC in the Record ID search box
- Click “ID number” to the left of your LLC name
- Click the “Confirm” button at the bottom
- Click on the “Statement Curing Delinquency” link
- Make sure your Registered Agent and mailing address are up to date
- Fill in the name and address where you would like the document returned to
- Click the “Submit” button at the bottom
- Make your payment (you will see a confirmation page after it’s processed)
- Save a copy by using the print option in your web browser (File > Print)
If you see Expired/Timed Out:
Do not file the Statement again unless you check your LLC’s document history. There is a chance your filing still went through.
- Look up your LLC name in the Business Entity Search
- Click “ID number” to the left of your LLC name
- Click “View History and Documents”. (If the form was filed correctly, it will appear in the History and Documents list.)
- If you don’t see the form listed, please try your filing again.
If your LLC has been Delinquent for 5 years or more
As per the Colorado Secretary of State: Business FAQs re: Delinquency, if your LLC has been delinquent for 5 years or more, along with the Statement Curing Delinquency filing, you must also include:
- An Affidavit stating that you have authority.
- A copy of your Government-issued Photo ID.
Affidavit of Authority to Submit Statement Curing Delinquency
The state doesn’t provide an Affidavit, but here is one you can use:
- Affidavit of Authority to Submit Statement Curing Delinquency (Google Docs)
- Affidavit of Authority to Submit Statement Curing Delinquency (Word)
Instructions: Replace the bold text with your information.
(Important: Both the Affidavit and your ID will be posted, and viewable, on public records. So if you’re concerned about privacy, it’s likely best to just form a new LLC.)
Review by Secretary of State before submission
If you’d like the Colorado Secretary of State to review your affidavit before you submit it, you can:
- Convert your completed Affidavit into a PDF document
- Save a digital copy of your ID (ex: JPG, PNG, or PDF)
- Email both documents to BusinessAffidavitReview@Coloradosos.gov
- Their office will review the documents (for free)
- Then they’ll email you back letting you know if it’s good to send (or if there are any issues).
Colorado Secretary of State
If you have any issues, you can call the Colorado Secretary of State.
Their phone number is 303-894-2200. And their hours are M-F, 8am to 5pm Mountain Time.
Matt holds a Bachelor's Degree in business from Drexel University with a concentration in business law. He performs extensive research and analysis to convert state laws into simple instructions anyone can follow to form their LLC - all for free! Read more about Matt Horwitz and LLC University.
What is the specific Affidavit form that needs uploaded and notarized for Curing Delinquency?
*Affidavit attesting that the individual who submitted the Statement Curing Delinquency has the authority of the entity to sign for and act on behalf of the entity.
Hi LS, if the LLC has been delinquent for 5 or more years, along with the Statement Curing Delinquency, you must also include a copy of your Government-issued Photo ID and an Affidavit saying that you have the proper authority. The Colorado Secretary of State doesn’t provide an Affidavit, but we created one can use. Please see above on the page to download it. We just added it today. Hope that helps :)
What if I never cure my delinquent business?
Can I start a new one?
Yes, you can start a new LLC.
I realize that only an attorney can represent the interests of an LLC in a court of law. However, I am unsure about whether an LLC that is DELINQUENT can even appear in court at all. ??
I’m not 100% sure on this, as it varies by state law. I recommend checking with a local attorney. Thank you for your understanding.
I never received notification for my periodic reports to be filed. LegalZoom file the paperwork for me to start my LLC . I do not have a registered agent . The registered agent that’s listed on my paperwork it’s not real again LegalZoom did the paperwork for me . This is why I am delinquent. My question is what is in a periodic report? What does a periodic report looks like? And why it needs to be done?
I just filed my “Statement Curing Delinquency” document. Do I still need to file a “Periodic Report” or does the “Statement Curing Delinquency” count as the periodic report?
Hi Joanna, no, you don’t need to file a Periodic Report. Once a Colorado LLC becomes delinquent, it can no longer file a Periodic Report. You just need to file the Statement Curing Delinquency. Once the Statement Curing Delinquency is filed, your LLC goes back into Good Standing. Also, your LLC’s “Periodic Month” resets to the month the Statement Curing Delinquency was effective/approved.
For example, if the state processed your Statement Curing Delinquency in February 2021, February is now your LLC’s “Periodic Month”. So you’ll file your next Colorado LLC Periodic Report in 2022. You have a 5-month window to file: 2 months before, the Period Month itself, and two months after. So you can file the LLC’s 2022 Periodic Report anytime between December 2021 and April 2022. Hope that helps!
Thank you so much for your quick response. I have another question, I want to other businesses but I am not sure if I need to do a LLC or DBA. What are your suggestions?
This is after I clear up my delinquency from my LLC in Colorado.
You’re welcome Karen :) I know you found this article already, but I’m linking it here for future readers: LLC vs DBA.
I need help I didn’t know I have to file a periodically report for my LLC. Can I give the the fee waived? And what do I need to do to keep my LLC in good standing?
Hi Karen, unfortunately, not knowing the law does not make us exempt from the law, so you’ll still have to pay the fee to cure your Colorado LLC’s delinquency. Going forward, to keep your Colorado LLC in good standing, file a Periodic Report and file your taxes. Hope that helps :)
Is there any penalty or limitation imposed on a delinquent LLC (since 2010) doing business before state agencies such as representing firms before the Colo. Department of Labor? Mike Kiley, PhD, MPH, President, Colo. Alpine Advanced Trauma Care Project, Inc.
Hi Mike, to be honest, I’m not 100% sure on this. I recommend speaking with an attorney or two. Check out Avvo. Apologies I couldn’t be more specific.