Colorado law requires the use of certain documents -- articles of incorporation and bylaws -- to properly form a corporation. The articles of incorporation are required to create the corporation and must be filed with the Secretary of State's office. The bylaws are a set of rules and guidelines created by the corporation's owners -- known as shareholders -- or its board of directors to govern the operation of the corporation. Bylaws are not filed with the secretary's office, but kept at the corporation's principal office.
Corporation Naming Requirements
Before filing articles of incorporation, it is advisable to determine whether the name chosen for your corporation is available and that it complies with Colorado corporation law. The name must be readily distinguishable from all other business names on record with the Secretary of State. You can verify name availability using the search feature on the secretary's website that gives you access to all business names on record. After verifying a name is available, you can reserve it with the secretary's office for up to 120 days if you are not ready to file articles of incorporation. A for-profit corporation must include the following words or abbreviations as part of its name: corporation, incorporated, company, limited, corp., inc., co. or ltd. Nonprofit corporations have the option to use any of these words and abbreviations.
Articles of Incorporation
A Colorado corporation is created when the articles of incorporation are accepted for filing by the Secretary of State. Filing the articles must be done electronically using the “Filing a Document” page on the secretary’s website. The documents are filed in real time, and you will receive immediate confirmation if your articles were successfully filed. The secretary’s website also provides a form of articles that you can download and review in order to determine the information needed to complete the articles properly. The minimum information required includes the corporation’s name and principal office address; name and address of each incorporator and corporation’s registered agent; and the class and number of shares the corporation is authorized to issue.
If a nonprofit corporation is being created, the requirements for filing the articles of incorporation are similar to the requirements for for-profit corporations. The Secretary of State's office mandates electronic filing and provides a form of articles of incorporation for a nonprofit corporation that you can download and review. Under Colorado law, the minimum information required for a nonprofit’s articles of incorporation are the same as a for-profit corporation, except a nonprofit’s articles do not include a statement regarding issuance of shares. However, if the nonprofit intends to apply for tax-exempt status with the Internal Revenue Service, the articles must include special provisions to comply with IRS rules and regulations. IRS Publication 557 provides instructions and sample language regarding these requirements, which differ depending on the nonprofit’s purpose.
Colorado law permits each corporation to adopt bylaws, the governing rules for managing and regulating the affairs of the corporation. The bylaws include such matters as how to call a meeting; rules for electing directors and appointing officers; and dispute resolution procedures. The only limitation on the bylaws is that they cannot conflict with Colorado law or the corporation's articles of incorporation. The corporation's bylaws are not filed with any state agency, but Colorado law requires they are kept at the corporation's principal place of business.
References & Resources
- LexisNexis: Colorado Revised Statutes
- Colorado Secretary of State: Records Search
- Colorado Secretary of State: Business FAQs
- Colorado Secretary of State: File a Document
- Colorado Secretary of State: Articles of Incorporation for a Profit Corporation (Sample Form)
- Colorado Secretary of State: Articles of Incorporation for a Noprofit Corporation (Sample Form)
- IRS: Publication 557
- Schlueter, Mahoney & Ross: Corporate By-Laws
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