The Colorado Articles of Dissolution for corporations is the official filing used to formally end a corporation’s legal existence with the Colorado Secretary of State. Submitting this document ensures the corporation is properly dissolved under state law and prevents ongoing reporting, tax, and compliance obligations.
Overview of Colorado Corporation Dissolution
Dissolving a corporation in Colorado is a legal process governed by state statute and administered by the Colorado Secretary of State.
Once dissolution is authorized internally, the corporation must file Articles of Dissolution to place its status into “dissolved” on the public record. This filing confirms that the corporation has decided to end its existence and is no longer authorized to conduct business except for winding up its affairs.
Legal Authority for Corporate Dissolution in Colorado
Corporate dissolution in Colorado is governed by Colorado Revised Statutes §7-114-103. This statute authorizes a corporation to dissolve voluntarily once proper approval has been obtained under its Articles of Incorporation, bylaws, and applicable shareholder or board voting requirements.
Overview of Colorado Corporation Dissolution
The Colorado Secretary of State acts as the filing authority and records the dissolution as a public document, giving legal effect to the corporation’s decision to terminate.
When a Colorado Corporation Must File Articles of Dissolution
A Colorado corporation must file Articles of Dissolution after it has formally approved dissolution through the appropriate corporate action. This may occur after shareholder approval, board authorization, or incorporator approval depending on whether shares have been issued.
Filing should occur promptly after authorization to prevent unnecessary annual reports, fees, and potential administrative penalties from continuing to accrue.
Information Required on Colorado Articles of Dissolution Form
1. Information Required on Colorado Articles of Dissolution Form
The filing must include the corporation’s Colorado Secretary of State ID number and the exact legal name of the corporation as it appears in state records. Any discrepancy may result in rejection or processing delays.
2. Principal Office Address
A current principal office address must be listed. This address becomes part of the public record and must be accurate to allow official correspondence if questions arise.
3. Dissolution Confirmation Statement
The form requires a mandatory statement confirming that the corporation is dissolved. This declaration confirms that dissolution has already been authorized under Colorado law and corporate governance rules.
4. Delayed Effective Date (Optional)
Corporations may choose a delayed effective date for dissolution. If selected, the date and optional time must comply with Colorado formatting rules. If no time is entered, dissolution becomes effective at 11:59 PM on the chosen date.
5. Additional Information Section
This optional section allows corporations to include legally permitted explanatory statements. While not required, it may be used to clarify circumstances surrounding dissolution.
6. Notice of Perjury Statement
The filing includes a perjury statement certifying that the information provided is true, accurate, and complete. This certification carries legal consequences if false information is submitted.
7. Filer Information
The name and mailing address of the individual causing the document to be delivered must be included. This information allows the Secretary of State to contact the filer if issues arise.
Information Required on Colorado Articles of Dissolution Form
Execution and Perjury Certification Requirements
Colorado requires the Articles of Dissolution to be executed by an authorized individual, such as an officer, director, manager, or partner, depending on the entity type. The signer must certify under penalty of perjury that all information in the filing is true, complete, and accurate.
Colorado’s online filing system does not require notarization for Articles of Dissolution. Instead, the perjury statement serves as the legal affirmation of authenticity, making accuracy and careful review essential before submission.
Filing Methods for Colorado Articles of Dissolution
Colorado Articles of Dissolution must be filed electronically via the Colorado Secretary of State’s online portal. Paper filings are not accepted for most entity types, and the online system processes submissions immediately upon acceptance.
Once the filing is accepted, the dissolution becomes effective either immediately or on a delayed effective date if one is selected. The Secretary of State provides an electronic confirmation and public record update, which serves as official proof of dissolution.
Public Record and Disclosure Notice
All information included in the Articles of Dissolution, such as entity name, dissolution date, filer information, and additional statements, becomes publicly accessible through the Colorado Secretary of State’s database. Businesses should avoid including sensitive personal information beyond what is required.
Public disclosure allows creditors, regulators, and third parties to verify that the entity has been formally dissolved, helping prevent future liability or confusion regarding the entity’s legal status.
Post-Filing Responsibilities After Dissolution
Filing Articles of Dissolution does not automatically resolve all outstanding obligations. The dissolved entity must still complete winding up tasks, including settling debts, closing accounts, resolving contracts, and distributing remaining assets in accordance with Colorado law and governing documents.
Dissolved entities remain responsible for filing final federal, state, and local tax returns and addressing any outstanding tax liabilities. Failure to complete these steps may expose owners or officers to future enforcement actions.
Common Mistakes to Avoid
- Providing incorrect entity identification information
One of the most frequent errors is entering an incorrect entity name or Secretary of State ID number. The information must exactly match state records, or the filing may be rejected or create discrepancies in public records.
- Misunderstanding the effective date of dissolution
Selecting an incorrect or unintended effective date can cause compliance gaps or premature termination. Filers should confirm whether immediate or delayed effectiveness aligns with their business closure timeline.
- Submitting inaccurate perjury certifications
Signing without verifying the accuracy of all statements can create legal risk. The perjury certification is legally binding, and careless errors may lead to penalties or future disputes.
Common Mistakes to Avoid
How FastFile Supports Colorado Corporation Dissolution
1. Articles of Dissolution preparation
FastFile prepares the Articles of Dissolution using verified state records and statutory requirements, reducing the risk of errors that could delay acceptance.
2. Compliance and perjury statement review
Each filing is reviewed for compliance with Colorado law, including proper use of dissolution statements, delayed effective dates, and perjury certifications.
3. Filing, tracking, and confirmation
FastFile manages electronic submission, tracks filing status, and confirms acceptance by the Colorado Secretary of State, providing peace of mind and documented proof of dissolution.
4. FastFile process, pricing, and turnaround time
With a simple intake process, flat-fee pricing, and filings often completed within approximately 24 hours, FastFile offers a dependable solution for corporations seeking to dissolve correctly without unnecessary delays or compliance risks.
Conclusion
Filing Colorado Articles of Dissolution for a corporation is a legally significant step that must be completed with precision, accuracy, and a clear understanding of state requirements. From properly certifying information under penalty of perjury to selecting the correct effective date and ensuring all post-dissolution responsibilities are addressed, even minor errors.
FastFile provides a dependable and streamlined solution for Colorado corporate dissolution filings. Their team prepares Articles of Dissolution with careful attention to statutory requirements, reviews perjury certifications and entity details for accuracy, and ensures each filing is completed correctly before submission.
With a guided intake process, clear communication, and consistent quality control, FastFile reduces the risk of rejection while keeping the dissolution process efficient and organized.
With flat-fee pricing, simple document requirements, and processing often completed within approximately 24 hours, FastFile allows corporations to complete dissolution with confidence and clarity.
Whether your corporation is concluding operations, restructuring, or formally closing its legal existence in Colorado, FastFile delivers the accuracy, reliability, and professional support needed to finalize the process correctly and move forward without unnecessary delays.