A Colorado Periodic Report is a short annual filing that LLCs, corporations, nonprofit corporations, and foreign entities registered in the state submit to the Secretary of State to confirm their name, registered agent, and address. It costs $25 to file online, takes a few minutes, and is due in a five-month window built around your formation anniversary. It has nothing to do with taxes or finances.
What the Report Actually Does
The Periodic Report is not a financial statement or a tax return. It has nothing to do with profits, losses, or revenue. It simply confirms a handful of basic facts about your business so the state can keep its registry accurate and ensure legal documents like lawsuits and official notices reach you at a verified address.1Colorado Secretary of State. Periodic Reports – Business FAQs
Who Has to File
Reporting entities in Colorado include LLCs, corporations, nonprofit corporations, and foreign entities that have registered to do business in the state.1Colorado Secretary of State. Periodic Reports – Business FAQs If you formed a business or qualified a foreign entity with the Colorado Secretary of State, you owe this filing every year the entity remains active.
Sole proprietorships and general partnerships that never filed formation documents with the state are not reporting entities and do not file periodic reports. Foreign entities registered through a Statement of Foreign Entity Authority follow the same window, fee, and consequences as domestic entities.
What Information You’ll Enter
The report asks for four pieces of information:2Justia. Colorado Revised Statutes Title 7-90-501 – Periodic Reports
- The entity’s exact legal name on file with the state.
- The jurisdiction where the entity was originally formed.
- The name and Colorado street address of the registered agent designated to receive legal documents.
- The principal office address, which can be inside or outside Colorado.
The registered agent address must be a physical Colorado street address. P.O. boxes and commercial mail receiving services do not qualify.3Colorado Secretary of State. Registered Agent FAQs If your agent has moved or changed, the periodic report is the natural place to update that information, though you can also file a separate Statement of Change at any time.
When It’s Due
Your deadline is pegged to your “periodic report month,” which is the month your formation or registration became effective with the state. The statute gives you until the last day of the second month after that anniversary month to file.2Justia. Colorado Revised Statutes Title 7-90-501 – Periodic Reports
In practice, the Secretary of State opens a five-month filing window: two months before your anniversary month through two months after. An entity formed in January has a window that runs November through March, with a hard deadline of March 31.4Colorado Secretary of State. Business FAQs – Delinquency
The Secretary of State sends email reminders, but those are a courtesy, not a legal obligation. If your contact email is outdated or the message lands in spam, the deadline is still yours.
How to File and What It Costs
Filing happens online through the Secretary of State’s business portal. Select “Periodic Report Filing,” search for your entity by name or ID number, and confirm or update the pre-filled information. If nothing has changed, the whole process takes a few minutes.
The fee is $25 per report, payable by credit card, debit card, or prepaid account. After you submit and pay, the screen displays an immediate confirmation and your entity’s status updates to “Good Standing.” Save or print that confirmation as proof.
What Happens If You Miss the Deadline
Missing the deadline triggers a cascade of status changes that get progressively harder to fix.
Noncompliant
Once the five-month window closes without a report, your entity shifts to “Noncompliant.”5Colorado Secretary of State. News Release Regarding Business Status Checks You still have a short grace period at this stage. Using the January anniversary example, you’d have until May 31 to file a late report and return to good standing.4Colorado Secretary of State. Business FAQs – Delinquency The fix during this period is simple: file the overdue periodic report.
Delinquent
If you still haven’t filed after the noncompliant grace period, the Secretary of State determines that grounds exist for declaring the entity delinquent. The entity then has 60 days to correct the problem before the status officially changes to “Delinquent.”6Colorado Public Law. Colorado Revised Statutes 7-90-902 – Declaration of Delinquency Grounds for delinquency include failing to file a periodic report and failing to pay any fee or penalty owed under the business organizations statutes.7Justia. Colorado Revised Statutes Title 7-90-901 – Grounds for Delinquency
Delinquency carries real legal consequences. A delinquent entity cannot maintain a court proceeding to collect debts in Colorado. If the business has a pending lawsuit, a court can stay the case until the delinquency is cured.8Justia. Colorado Revised Statutes Title 7-90-903 – Effect of Delinquency The entity technically continues to exist, but it is effectively locked out of the courts as a plaintiff. The same disability applies to foreign entities that fail to maintain their Colorado registration.
Administrative Dissolution
Left uncured, a delinquent domestic entity is eventually dissolved by the state. That terminates its legal existence in Colorado. The entity can no longer conduct business, enter contracts, or hold itself out as an active company, and corporate name protection lapses, so another business could register the name while you are dissolved.
Curing Delinquency and Reinstatement
The path back depends on how long the entity has been delinquent. An entity that has been delinquent for fewer than five years can cure its delinquency by filing the required documents and paying any outstanding fees and penalties with the Secretary of State.9Justia. Colorado Revised Statutes Title 7-90-904 – Curing Delinquency If your entity is delinquent but not yet dissolved, you file a Statement Curing Delinquency rather than just a late periodic report.5Colorado Secretary of State. News Release Regarding Business Status Checks
Reinstatement after dissolution involves additional paperwork and fees beyond the standard $25. Expect penalty fees on top of the base filing fee; the Secretary of State’s fee schedule lists the exact amounts, which change periodically. Once delinquency is properly cured, no pending court case can be dismissed solely because the entity was delinquent during that period.8Justia. Colorado Revised Statutes Title 7-90-903 – Effect of Delinquency
How to Stay on Top of It
The periodic report is one of the easiest filings to forget and one of the most punishing to neglect. A few habits keep it a two-minute task instead of a reinstatement headache:
- Set your own recurring calendar reminder for the first day of your five-month window rather than relying on the state’s emails.
- Keep the email address on file current. If the state’s reminders bounce, you will not receive a second notice.
- Verify your registered agent each year. If the agent has moved, closed, or changed names, update the record during the periodic report or file a Statement of Change immediately.
- File early in the window. Filing two months before the deadline gives you a buffer if you catch an error that needs correcting before resubmission.