How to File Colorado LP Articles of Dissolution
To dissolve a Colorado limited partnership, the partnership must submit Form DISS_LP through the Colorado Secretary of State’s online filing system. Colorado does not accept paper filings for limited partnership dissolution. The filing must be completed accurately, certified under penalty of perjury, and submitted by an authorized filer.
Overview of Colorado Limited Partnership Dissolution
A Colorado limited partnership dissolution is the legal process that ends the partnership’s authority to carry on ordinary business activities. After dissolution, the partnership may only act to wind up its affairs, including settling debts, distributing remaining assets, and completing required tax obligations.
Filing the Articles of Dissolution places the dissolution on public record and signals to creditors, regulators, and third parties that the limited partnership is no longer active.
Legal Authority for Colorado LP Dissolution
Colorado limited partnership dissolution is governed by the Colorado Revised Statutes, Title 7, which regulate business entities and limited partnerships. The Colorado Secretary of State administers the dissolution filing process and maintains official records for all dissolved entities.
The Articles of Dissolution serve as the statutory notice that the limited partnership has dissolved in accordance with applicable law and partnership agreements.
Overview of Colorado Limited Partnership Dissolution
When a Colorado Limited Partnership Must File Articles of Dissolution
1. Voluntary Dissolution After Business Closure
A limited partnership must file Articles of Dissolution after it has ceased business operations and the partners have decided to formally dissolve the entity. Filing ensures the partnership is removed from active status and is no longer subject to ongoing reporting requirements.
2. Dissolution Following Partner Approval or Agreement
If dissolution is authorized under the partnership agreement or approved by the required vote of general partners, the Articles of Dissolution must be filed to document that decision. The filing confirms that dissolution was properly adopted under the governing agreement and Colorado law.
3. Dissolution Prior to Full Winding Up Completion
Colorado allows a limited partnership to file Articles of Dissolution even if winding up is still ongoing. In this case, dissolution marks the legal end of business operations, while winding up continues to resolve remaining obligations and distributions.
Information Required on Colorado Form
1. Entity Name and Colorado Secretary of State ID Number
The filing must list the exact legal name of the limited partnership and its Colorado Secretary of State identification number. Any discrepancy between the filing and state records may result in rejection or delays.
2. Principal Office Address
The partnership must provide its principal office address, which becomes part of the public record. This address identifies the primary location associated with the limited partnership at the time of dissolution.
3. Dissolution Confirmation Statement
Form requires a mandatory statement confirming that the limited partnership is dissolved. This declaration establishes the legal basis for ending the partnership’s authority to operate.
4. Delayed Effective Date (If Applicable)
The partnership may choose to specify a delayed effective date for dissolution. If included, the dissolution will take effect on the stated future date rather than immediately upon filing.
5. Additional Information Section
Colorado provides an optional section where filers may include supplemental information. This section cannot override statutory requirements but may be used to clarify details related to the dissolution.
6. Notice of Perjury Statement
All filings must include a notice of perjury statement. By submitting the form, the filer certifies that the information provided is true, accurate, and complete to the best of their knowledge.
7. Filer Information
The filing must identify the individual submitting the Articles of Dissolution, including name and mailing address. The filer does not need to be a partner but must have authority to submit the filing on behalf of the partnership.
Information Required on Colorado Form
Execution and Perjury Certification Requirements
The Colorado LP Articles of Dissolution must be executed by an individual authorized to act on behalf of the limited partnership, such as a general partner or an appointed representative. This requirement ensures that the filing reflects a valid decision of the partnership and complies with Colorado Revised Statutes governing limited partnerships.
Form includes a mandatory perjury statement confirming that all information provided is true, accurate, and complete. By submitting the filing, the signer certifies compliance under penalty of perjury, making accuracy critical to avoid legal exposure or rejection by the Colorado Secretary of State.
Public Record and Disclosure Notice
Once accepted, the Colorado Limited Partnership Articles of Dissolution are publicly accessible through the Secretary of State’s business database. This transparency allows creditors, regulators, and third parties to verify the partnership’s dissolution status.
Information such as the limited partnership name, principal office address, and filer details is disclosed as part of the public record. Filers should ensure that all disclosed information is accurate and appropriate for public viewing, as it cannot be removed after acceptance.
Post-Filing Responsibilities After LP Dissolution
- Completion of winding up activities
Filing the Articles of Dissolution does not end all obligations immediately. The limited partnership must still complete winding up, including paying outstanding debts, resolving claims, and distributing remaining assets in accordance with the partnership agreement and Colorado law.
- Tax and regulatory obligations
After dissolution, the partnership remains responsible for final state and federal tax filings, employment tax obligations, and any required regulatory closures. Dissolution with the Secretary of State does not automatically cancel tax accounts or licenses.
- Record retention requirements
Partnership records, dissolution approvals, financial statements, and tax documents should be retained for the period required by law. Proper documentation helps protect partners if questions arise after dissolution.
Common Mistakes to Avoid
- Filing with incorrect entity information
Using an incorrect limited partnership name or Secretary of State ID number is a frequent error that can delay acceptance. All information must match Colorado state records exactly.
- Misunderstanding dissolution versus winding up
Some partnerships assume dissolution ends all responsibilities immediately. In Colorado, filing Articles of Dissolution begins the formal dissolution phase, but winding up must still be completed properly.
- Ignoring perjury certification requirements
Submitting inaccurate or incomplete information under a perjury statement can create serious legal risks. Every section of Form DISS_LP should be reviewed carefully before filing.
- Failing to address post-dissolution obligations
Neglecting tax filings, creditor notices, or record retention after dissolution can result in penalties or future disputes. Proper follow-through is essential even after the filing is accepted.
Common Mistakes to Avoid
How FastFile Supports Colorado LP Dissolution
1. Articles of Dissolution Preparation
FastFile prepares the Colorado Limited Partnership Articles of Dissolution based on your partnership’s specific details, ensuring all required information aligns with Colorado Secretary of State records and statutory standards.
2. Compliance & Perjury Statement Review
Before filing, FastFile reviews the dissolution confirmation, perjury certification, and entity information to help reduce the risk of errors, rejections, or compliance issues.
3. Filing, Tracking, and Confirmation
FastFile submits the dissolution filing through Colorado’s online system, tracks its status, and confirms acceptance so you have clear documentation that the partnership has been properly dissolved.
4. FastFile Process, Pricing, and 24-Hour Turnaround
With a guided intake process, flat-fee pricing, and filings often completed within approximately 24 hours, FastFile provides an efficient and dependable solution for dissolving a Colorado limited partnership without unnecessary delays or uncertainty.
Conclusion
Filing Colorado Limited Partnership Articles of Dissolution is a formal legal process that officially ends a limited partnership’s existence under Colorado law. The filing must accurately confirm dissolution status, include perjury certifications, and comply with statutory requirements set by the Colorado Secretary of State.
FastFile’s team prepares the Articles of Dissolution based on the partnership’s specific circumstances, verifies entity identification details, reviews required perjury statements, and confirms that all filing information aligns with state records before submission.
With a streamlined intake process, clear flat-fee pricing, and filings often completed within approximately 24 hours, FastFile offers an efficient solution for general partners who want to close a limited partnership without unnecessary administrative burden.
FastFile also manages submission, tracking, and confirmation, providing transparency and peace of mind throughout the dissolution process. For partnerships seeking a reliable and compliant way to conclude operations in Colorado, FastFile delivers consistent quality, legal accuracy, and responsive support.
By handling the technical and procedural requirements of dissolution, FastFile allows partners to move forward confidently, knowing their limited partnership has been properly and formally dissolved.