To file Articles of Dissolution in Colorado, you submit the form online through the Secretary of State’s website for a $10 fee after getting the required vote from your directors, shareholders, or members.1Colorado Secretary of State. Business Organizations Fee Schedule Corporations file Articles of Dissolution; LLCs file a Statement of Dissolution. The fee and process are the same for both. The state filing is quick, but it’s only the first piece — winding-up duties, creditor payment rules, and tax account closures all follow, and skipping them can create personal liability.
Get Internal Authorization Before You File
The online form asks when dissolution was authorized and who authorized it, so you need the vote or written consent in hand before you start the filing.
LLCs
Colorado’s default rule requires every member to agree to dissolve an LLC.2Justia. Colorado Code 7-80-801 – Dissolution – Time and Notice of Dissolution Your operating agreement can set a lower threshold, like a majority or supermajority. If there’s no written operating agreement, or it doesn’t address dissolution, unanimous consent applies. Document whatever vote you take in writing.
Corporations
Corporate dissolution takes two steps. The board of directors adopts a proposal to dissolve, then recommends it to shareholders.3Justia. Colorado Code 7-114-102 – Authorization of Dissolution After Issuance of Shares Written notice must go to every shareholder entitled to vote, stating that dissolution will be considered at the meeting.
The voting standard trips people up. The proposal needs a majority of all votes entitled to be cast, not a majority of votes actually cast. With 1,000 shares outstanding, you need at least 501 in favor regardless of turnout. Your articles of incorporation or bylaws can set the bar even higher. Keep the board resolution and shareholder meeting minutes.
If the corporation never issued shares, a majority of directors (or incorporators, if no directors were elected) can authorize dissolution without a shareholder vote.4Justia. Colorado Code 7-114-101 – Authorization of Dissolution Before Issuance of Shares
What the Filing Requires
Dissolution filings are online only. Search for your entity record on the Secretary of State’s site using the legal business name or your 11-digit Colorado entity ID.5Colorado Secretary of State. Business FAQs
The required information is minimal. An LLC Statement of Dissolution needs the LLC’s legal name and principal office address.6Justia. Colorado Code 7-80-802 – Statement of Dissolution Corporate Articles of Dissolution need the corporation’s legal name, principal office address, and a statement that the corporation is dissolved.7Justia. Colorado Code 7-114-103 – Articles of Dissolution The system also asks for the date authorization was obtained and how (board, shareholders, members, or incorporators). Match these entries to your internal records exactly.
If your registered agent is changing or resigning as part of the shutdown, handle that in the filing. Verify the principal office address; any final state correspondence about the entity will go there.
Choosing an Effective Date
Dissolution takes effect when the Secretary of State accepts your filing unless you pick a future date, which Colorado allows up to 90 days out.8Justia. Colorado Code 7-90-304 – Effective Time and Date of Filed Document A date beyond 90 days defaults to 11:59 p.m. on the ninetieth day.
A delayed effective date can line up the legal end of the business with a tax year, a lease termination, or a planned final distribution. Many businesses pick December 31 to simplify their final returns.
Fee and Confirmation
You’ll preview the entries, sign electronically, and pay. The fee is $10 for both LLCs and corporations.1Colorado Secretary of State. Business Organizations Fee Schedule Payment is by credit card or from a prepaid Secretary of State account.
Save the confirmation page and the stamped filing. Once processed, the entity’s name in the public database automatically changes to include “dissolved” followed by the effective date.9Justia. Colorado Code 7-90-601.5 – Dissolved Entity Name Anyone searching the business database will see that status change, which serves as public notice.10Colorado Secretary of State. Business FAQs – Section: Dissolving a Business
Winding Up After the Filing
The filing doesn’t make the business disappear. A dissolved entity continues to exist for the limited purpose of winding up.11Justia. Colorado Code 7-114-105 – Effect of Dissolution During this phase, it can collect debts, sell property, pay creditors, and distribute what’s left to owners. It cannot carry on ordinary business — no new contracts, no new products, no new customers.
Order of payment matters. You must pay or make reasonable provision for all known debts and obligations before distributing anything to shareholders or members. Distributing to owners while creditors remain unpaid is where personal liability becomes real: directors and members who approve premature distributions can be held responsible for those amounts.
Dissolution also doesn’t shield the business from lawsuits. Pending proceedings continue, and new claims can still be filed against the dissolved entity in its name. Articles of Dissolution are not a firewall against existing or future claims based on pre-dissolution conduct.
Close Your Tax Accounts
The Secretary of State filing handles the legal side, but tax agencies need separate notification. Skip these and you’ll keep getting notices, assessments, and penalties after the business stops operating.
Colorado Department of Revenue
File Form DR 1108, the Business Tax Account Closure Form, to close your state tax accounts — sales tax, withholding, and any others tied to the business.12Colorado Department of Revenue. DR 1108 – Business Tax Account Closure Form Enter the date the business stopped operating and check off the accounts to close. Without this form, the state can keep assessing taxes and penalties against an entity that no longer exists.
IRS
File a final federal income tax return for the year the business closes and check the “final return” box on the front page.13Internal Revenue Service. Closing a Business Partnerships filing Form 1065 also check the “final K-1” box on each partner’s Schedule K-1. A corporation that adopts a plan of dissolution files Form 966, Corporate Dissolution or Liquidation, along with its final income tax return.14Internal Revenue Service. About Form 966, Corporate Dissolution or Liquidation
To close the IRS business account, send a letter to the IRS at Cincinnati, OH 45999 with the legal business name, EIN, business address, and the reason for closing. Include a copy of the original EIN Assignment Notice (CP 575) if you still have it. The EIN itself is never canceled; it stays permanently assigned to the entity. Closing the account stops the IRS from expecting future filings.
Other States and Employees
If the entity was registered to do business in other states, dissolving in Colorado does not end those registrations. Each state continues treating the business as active and expecting annual reports and franchise taxes until you file a certificate of withdrawal there. Some states require tax clearance before processing the withdrawal. Handle every state where you were qualified.
Businesses with 100 or more employees that are shutting down a site must give at least 60 days’ written notice to affected workers under the federal WARN Act.15Office of the Law Revision Counsel. 29 USC 2102 – Notice Required Before Plant Closings and Mass Layoffs Notice also goes to the state’s dislocated worker unit and the chief elected official of the local government. Narrow exceptions exist for unforeseeable business circumstances and natural disasters, but you still owe as much notice as practicable and an explanation. A violation can mean back pay and benefits for each day of the shortfall, up to 60 days per affected employee.
If You Change Your Mind
Colorado allows reinstatement after dissolution, with heavier requirements the longer the entity has been inactive.
- Dissolved less than two years: file articles of reinstatement with the entity’s name, formation date, the Colorado statute it existed under, principal office address, and registered agent information.16Justia. Colorado Code 7-90-1003 – Reinstatement
- Dissolved two years or longer: in addition to the articles of reinstatement, submit a signed affidavit confirming your authority to act for the entity and a copy of a government-issued photo ID. If the original formation document is no longer in the Secretary of State’s electronic records, attach a true copy.
Reinstatement restores active status, but it doesn’t erase obligations that accrued while the entity was dissolved. Annual reports, tax filings, and fees that came due during the inactive period still have to be dealt with.