Colorado Articles of Incorporation: Definition, Purpose

What are Colorado Articles of Incorporation?

Colorado articles of incorporation is a legal document that establishes a corporation in the state of Colorado. This document must be filed with the Colorado Secretary of State along with a filing fee.

Once the Secretary of State approves your company’s articles of incorporation, you can begin running your business as a corporation. This includes taking steps like filing for an EIN, opening business bank accounts, and applying for necessary business permits and licenses.

The purpose of articles of incorporation is to declare the corporation’s existence and inform the state of the business name, purpose, and ownership structure. The Secretary of State provides forms and instructions about how to fill out and file articles of incorporation, but to avoid mistakes and delays, it is always recommended to consult with an attorney before filing this important document.

How Do I Find Articles of Incorporation in Colorado?

The Colorado Secretary of State website provides the public with a corporation search engine. Here, you can look up any business incorporated in Colorado and view their formation documents like articles of incorporation and other public business documents.

To find articles of incorporation for businesses that were formed before 1975, the Colorado State Archives provides a database for corporations and corporate documents dating back to 1861.

Does Colorado Require Articles of Incorporation?

Yes. In Colorado to become a legally recognized corporation, you must file articles of incorporation and pay the filing fee. Your company cannot be established as a corporation without these formation documents.

Colorado Articles of Incorporation Example

[Your Company Name]

ARTICLES OF INCORPORATION

OF

[YOUR COMPANY NAME]

A Colorado For-Profit Corporation

I. NAME

The name of this corporation is [Your Company Name].

II. PURPOSE

The purpose of this corporation is to engage in any lawful act or activity for which a corporation may be organized under the Colorado Business Corporation Act.

III. AUTHORIZED SHARES

This corporation is authorized to issue two classes of shares designated as "Common Stock" and "Preferred Stock." The total number of shares that this corporation is authorized to issue is [Total Number of Shares], of which [Number of Common Shares] shall be Common Stock, and [Number of Preferred Shares] shall be Preferred Stock.

A. Common Stock

1. Voting Rights: Each holder of Common Stock shall be entitled to one vote for each share of Common Stock held on all matters submitted to a vote of shareholders.

B. Preferred Stock

1. The Preferred Stock may be issued in one or more series, each with such designation, rights, preferences, and limitations as the Board of Directors may determine by resolution. The Board of Directors is expressly granted the authority to determine and alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock.

IV. REGISTERED OFFICE AND AGENT

The street address of the initial registered office of this corporation in the State of Colorado is:

[Registered Office Street Address] [City, State, Zip Code]

The name of its initial registered agent at that address is [Registered Agent's Name].

V. INCORPORATOR

The name and address of the incorporator are:

[Incorporator's Name] [Incorporator's Street Address] [City, State, Zip Code]

VI. DIRECTORS

The number of directors constituting the initial board of directors is [Number of Directors], and the names and addresses of the persons who are to serve as the initial directors are:

[Director 1's Name] [Director 1's Street Address] [City, State, Zip Code]

[Director 2's Name] [Director 2's Street Address] [City, State, Zip Code]

[Additional Directors, if applicable]

IN WITNESS WHEREOF, the undersigned, being the incorporator hereinbefore named, has executed these Articles of Incorporation on this [Day] day of [Month], [Year].

[Incorporator's Name]

[Note: This is a basic example of Articles of Incorporation for a for-profit business in Colorado. Depending on the specific circumstances and requirements of your company, additional provisions may need to be included. It is always recommended to consult with an attorney or other qualified professional to ensure your Articles of Incorporation comply with all applicable laws and regulations.]

How Do I Fill Out Articles of Incorporation in Colorado?

Many states, like Colorado, have fillable templates to draft articles of incorporation for your company, however, you can draft your own articles as long as the document adheres to state standards.

Articles of incorporation should include the following information about your business:

• Corporate name. Under Colorado law, a corporation name must include the word “corporation”, “company”, “incorporated” or “limited”. Any of these words can be abbreviated like “inc.”. In addition, a corporation name cannot imply that the business purpose if for any purpose other than those listed in the articles if incorporation.
• Principal address. The principal business address of the corporation should be listed in the articles of incorporation.
• Director information. Colorado has several requirements for directors of a corporation. There must be at least one director and that person must be over the age of 18. Directors do not have to live in Colorado and director names and addresses do not need to be in the articles of incorporation.
• Officers. Every corporation must have officers, however; like directors these names and addresses do not need to be included in the articles of incorporation either.
• Stock. Authorized shares and value must be listed in the articles of incorporation.
• Registered Agent. Colorado laws require that the registered agent’s name and physical must be listed in the articles of incorporation. A registered agent is the person designated to receive legal document on behalf of the company.

In the sample articles of incorporation document provided by the Colorado Secretary of State, Section 6 allows for additional information as provided by law.

If you are unsure whether you must provide additional business information, you should consult with a knowledgeable attorney. An attorney will assist you in drafting your articles of incorporation and ensure that you have met all legal requirements before you file this formation document.

Relevant Laws

• Colorado Corporations and Associations Act
• 7-90-102 (Definitions)
• CO Rev Stat § 7-90-301 (2020) (Filing requirements)
• CO Rev Stat § 7-900-302 (2020) (Forms and cover sheets)
• CO Rev Stat § 7-90-305 (2020) (Correcting filed document)