If you operate any business entity in Colorado, you must file an annual report with the Secretary of State to maintain good standing with the state. However, Colorado officially calls them Periodic Reports, not "annual reports."
This report is Colorado’s way of getting a yearly update from your business on some key compliance information, including your registered agent and operating status.
Missing the deadline results in penalties, including loss of good standing status, and possible administrative dissolution if the delinquency persists. Complicating this issue, the state won't automatically notify you of upcoming deadlines unless you register for email reminders.
In Colorado, the following entities must file periodic reports with the Secretary of State:
Sole proprietorships and general partnerships are exempt since they aren't required to register their entities with the state.
Colorado requires filing regardless of your business's revenue or activity levels. Even inactive businesses must continue to file Periodic Reports until they are properly dissolved (domestic entities) or withdrawn (foreign entities). However, Colorado SOS notes you do not need to file a Periodic Report first before filing the appropriate dissolution or withdrawal.
Any authorized representative can complete this filing, including:
Colorado only accepts online submissions through the Secretary of State's business portal. The system pre-populates your form with existing information, streamlining the process.
The entire process typically takes 5-10 minutes since you'll only need to update information that has changed since your last filing.
Colorado assigns each entity a Periodic Report Month, which is visible on the entity's Summary page under "Periodic report month." The Periodic Report can be filed starting two months before that month and through two months after that month without penalty, creating a five-month filing window.
For instance, if your Periodic Report Month is June:
The report is due by the last day of the second month following your Periodic Report Month. If the Periodic Report is not filed by that date, your entity's status becomes Noncompliant and a late fee is assessed.
Mark your specific Periodic Report Month on your calendar or set up email reminders directly from the Secretary of State to avoid missing deadlines.
Due to recent state legislation, Colorado charges a $25 filing fee for all entity types, an increase from the previous $10 fee.
The system automatically displays your existing information for verification and updating. Rather than filing separate amendments later, updating all information during your annual report filing is more efficient.
Note that registering a DBA (doing business as) name is a separate process from your annual report filing. The annual report focuses solely on maintaining your entity's good standing with the state.
For entities operating in multiple states, remember that Colorado's requirements for foreign-qualified businesses are identical to those of domestic entities regarding periodic reports.
Your registered agent in Colorado can help ensure compliance with all state requirements. If you also manage Florida entities, don’t forget that they must file a Sunbiz annual report each year by May 1, and you will need a separate Florida foreign entity registration before you start transacting there.
Missing your Colorado annual report deadline triggers a series of escalating penalties. Here are some of the immediate consequences:
Longer term, allowing your business to remain in Delinquent status can lead to:
For LLCs and corporations, delinquency may compromise liability protection if the entity is dissolved or other legal circumstances occur.
Is a "Periodic Report" the same as an annual report?
Yes. Colorado uses the term "Periodic Report" for what other states call an annual report. Both are mandatory yearly filings that update your business information with the state.
Will I be notified when my report is due?
Yes. As a courtesy, the Secretary of State sends notices to remind you of important filing dates. If you sign up for the email notification service, an email notice will be sent the month prior to your Periodic Report Month. However, you remain responsible for filing on time regardless of whether you receive a reminder.
Can I file on paper?
No. The Periodic Report must be filed electronically. Colorado does not accept paper filings for Periodic Reports.
What if I need to change my business name?
Name changes require a separate amendment filing and cannot be completed through your annual report. Visit the Secretary of State's business forms page for the appropriate documents.
How do I remove delinquent status?
File a Statement Curing Delinquency through the Secretary of State's website. The filing fee is $100. Note that you do not need to pay the $25 annual fee for every year you didn't file a Periodic Report; you are only required to pay the $100 Statement Curing Delinquency fee. This filing can immediately return your business to good standing upon acceptance.
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