How to Reinstate an LLC in Colorado

How reinstatement works in Colorado

Colorado does not administratively dissolve LLCs for a missed Periodic Report. Instead, the LLC becomes Delinquent, which removes good standing and blocks it from suing in Colorado courts to collect debts. The fix is a Statement Curing Delinquency, filed online for $100, which restores good standing as soon as the filing is completed. The filing must name a registered agent in Colorado who consents and a principal office street address. There is no deadline to cure, but since HB 24-1137, an LLC delinquent for five years or longer must also submit an affidavit of authority and a government-issued photo ID for the signer. The name is protected for 400 days; after that it is changed to add 'delinquent' and the date, and if the original is taken when the LLC cures, the name gains the words 'delinquency cured' unless a new one is chosen.

Steps to reinstate a Colorado LLC

1. Registered agent located in Colorado with a street address, who consents to the appointment
2. Principal office street address
3. An entity name that is still distinguishable, or a changed name
4. For LLCs delinquent five years or more: statement signed under penalty of perjury, an affidavit of authority, and a government-issued photo ID of the signer
5. Form to use: Statement Curing Delinquency.
6. Online only through the Colorado Secretary of State website; affidavits and IDs for five-year-plus delinquencies can be pre-screened by emailing BusinessAffidavitReview@Coloradosos.gov.

Processing: Good standing returns immediately upon completion of the online filing; filings that need review (such as five-year-plus cases) are handled in the order received with no expedite option.

What reinstatement costs: a worked example

An LLC dissolved after missing 2 reports:

$100 Statement Curing Delinquency. A Noncompliant (not yet Delinquent) LLC instead files the late Periodic Report for $25 plus the $50 penalty. Articles of Reinstatement for older administratively dissolved records also cost $100. Whether late penalties are charged again at reinstatement varies; the state calculates the exact total when you file. Taxes, interest and tax-clearance costs are extra where they apply.

What happens to the LLC and its name

• Your LLC name: The name is held for 400 days from the delinquency date; on day 401 it is changed to add 'delinquent' and the date and the original name opens to others. If the name is no longer distinguishable at cure, it becomes the name followed by 'delinquency cured' and the date, unless a new name is adopted.

The most common cause is a missed Periodic Report. See the Colorado Periodic Report guide for deadlines so it does not happen again.

Reinstatement in Colorado and nearby states

Mistakes that slow down a Colorado reinstatement

• Filing a late Periodic Report after the LLC is already Delinquent, when a Statement Curing Delinquency is the required filing.
• Waiting more than 400 days and losing the original name to another business.
• Filing a five-year-plus cure without the affidavit of authority and photo ID now required under HB 24-1137.