Dissolve a Colorado LLC
Choosing to dissolve your Colorado LLC can be a tough decision to make. However, there are situations where you may find it necessary to close the business:
- Financial hardship
- Retirement
- Internal disputes
Dissolving your Colorado LLC with the Secretary of State is important because it reduces your personal liability. Failing to notify the state can leave you (and other members) unprotected against creditors, state penalties, and corporate identity theft.
How to Dissolve a Colorado LLC
To inform the state you are dissolving your Colorado LLC, you must file a Statement of Dissolution and pay the $10 filing fee. You can only submit your statement online through the Secretary of State website.
- Go to the Colorado Business Database Search page.
- Enter your business name in the box labeled “Search by business name, trademark, trade name, ID or document number.”
- Find your business from the search results and select “File a form.”
- Then click “Dissolve a Limited Liability Company.”
Here’s a complete list of information you need to include in your Statement of Dissolution:
- Business name
- Principal mailing address
- Mailing address (if different from the principal address)
- Effective date. If you wish to delay dissolving your business, you can enter a future date (up to 90 days).
- Name and address of the person filing your statement.
Once you submit your statement, the Secretary of State will process your application immediately.
Colorado LLC DIssolution FAQ
Here are the answers to the most frequently asked questions
about dissolving a Colorado LLC:
Once you’ve filed your Statement of Dissolution, you’ll likely need to begin wrapping up all other business affairs, such as:
- Informing creditors and settling business-related debts.
- Notifying your Colorado registered agent.
- Sending notice to customers or suppliers.
- Canceling business licenses and permits.
- Closing company bank and credit card accounts.
- Distributing the LLC’s remaining assets.
- Submitting your final taxes (state and federal).
Most LLCs will outline the process for dissolution in their operating agreement including voting requirements, the process for notifying other members, and how distributing assets should be handled.
Voluntary dissolution: The members of the LLC agreed to dissolve the business and wind up all company affairs.
Administrative dissolution: The Colorado Secretary of State forces the business to dissolve because the LLC wasn’t compliant with state laws. For example, if you fail to file your Periodic Report or maintain a local registered agent, your LLC could be administratively dissolved.
Judicial dissolution: A court orders the LLC to dissolve, typically because of member disputes or mismanagement.
Yes. If your Colorado LLC has been delinquent for less than 3 years, you can file a Statement of Dissolution to formally dissolve your business. If your LLC has been delinquent for 3 years or more, you’ll need to file a Statement of Dissolution of Delinquent Entity. The filing fee for both forms is $10.
No. Colorado does not require a tax clearance letter to dissolve your LLC.
Yes, If you decide to reinstate your Colorado LLC, you’ll need to file Articles of Reinstatement and pay the $100 filing fee. However, if your LLC has been dissolved for two or more years, the person who files your Articles of Reinstatement will need to provide the following:
- An affidavit stating they have the authority to act on behalf of your LLC, and
- A copy of a government-issued photo ID