Complete guide to filing LLC Articles of Dissolution in Colorado, including requirements, perjury notice, filer details, and compliance steps.
Complete Guide to Filing LLC Articles of Dissolution in Colorado
Filing the LLC Articles of Dissolution in Colorado is the required legal process for formally ending a Limited Liability Company under §7-80-802, C.R.S.. To complete the dissolution correctly, the Colorado Secretary of State requires specific information, including the entity’s identification details, principal office address, filer information, and acknowledgment under penalties of perjury.
Articles of Dissolution for a Limited Liability Company
The Articles of Dissolution for a Limited Liability Company is the official filing submitted to the Colorado Secretary of State pursuant to §7-80-802 of the Colorado Revised Statutes (C.R.S.). This document includes required information such as the LLC’s ID number, Entity Name, Principal Office Address, and any additional information permitted by law.
It also allows the filer to specify a delayed effective date, if applicable, and requires acknowledgment under penalties of perjury as outlined in the form. Because this filing formally ends the LLC’s existence, it must be completed accurately and submitted through the Colorado Secretary of State’s office.
Purpose and Legal Effect of Filing Articles of Dissolution
Filing the Articles of Dissolution serves the purpose of formally notifying the Colorado Secretary of State that the LLC is ending its existence under state law. Once filed, the document has the legal effect of dissolving the entity as of the filing date or the specified delayed effective date.
Articles of Dissolution for a Limited Liability Company
- Why an LLC must file Articles of Dissolution
An LLC must file Articles of Dissolution because Colorado law requires a formal document to be delivered to the Secretary of State to legally end the entity’s status. The act of causing the document to be delivered constitutes an affirmation, under penalties of perjury, that the individual believes the filing is accurate and complies with the relevant provisions of Title 7, C.R.S., the LLC’s constituent documents, and any applicable organic statutes.
- Legal termination of the entity
The filing of the Articles of Dissolution results in the legal termination of the entity, as recognized under Colorado law. The legal effect begins immediately upon filing unless a delayed effective date is stated. By submitting the document, each individual involved acknowledges that they believe in good faith that the filing is the act and deed of the LLC and that the facts stated within are true.
- Implications for business owners
For business owners, filing the Articles of Dissolution carries important implications. It confirms that the LLC will no longer be authorized to conduct business in Colorado and that the individuals submitting the form accept responsibility under penalties of perjury for the truthfulness and compliance of the document.
Additionally, the disclaimer in Section 7 clarifies that the form is not intended to provide legal, business, or tax advice, reinforcing that owners remain responsible for ensuring compliance with all applicable laws and consulting their own advisors when necessary.
- Note on “Sample – Do not submit”
The phrase “Sample – Do not submit” appears prominently on each page of the form, indicating that the provided document is only a sample template and cannot be filed with the Colorado Secretary of State. This label ensures filers understand that they must use the official, active version of the Articles of Dissolution form when completing an official submission.
Required Components of the Articles of Dissolution Form
The Articles of Dissolution form for a Limited Liability Company, filed pursuant to §7-80-802, C.R.S., contains several required components that must be completed accurately to ensure a valid dissolution filing. Each section serves a specific legal function and provides essential details to the Colorado Secretary of State.
1. Entity Information
This section requires the LLC to provide its ID number and Entity Name exactly as recorded with the Colorado Secretary of State. This information ensures that the correct company is being dissolved and that the filing is accurately linked to the existing business record.
2. Principal Office Address
The form asks for the Principal Office Street Address, including city, state, ZIP code, and country. A Mailing Address must also be provided unless it is the same as the street address. This ensures the state has accurate location and contact information for the dissolving entity.
3. Delayed Effective Date (If Applicable)
This section is optional, but if used, the filer must enter a date—and time if needed—in the exact format stated. The form cautions that setting a delayed effective date has significant legal consequences, and if no time is entered, the filing becomes effective at 11:59 PM (MST/MDT) on the chosen date. Filers are instructed to leave this section blank if the document has no delayed effective date.
Required Components of the Articles of Dissolution Form
4. Additional Information
This section states that “The document contains additional information as provided by law,” allowing the LLC to include any other details required or permitted under relevant statutes. This ensures compliance with any additional legal requirements applicable to the company.
5. Notice of Perjury
This section explains that anyone causing the document to be delivered for filing affirms, under penalties of perjury, that the document is their act and deed, or that they believe in good faith it is the act and deed of the person on whose behalf it is submitted.
It also confirms that such individuals believe the facts contained in the document are true and that it meets statutory requirements. This notice applies to every individual who causes the document to be filed, regardless of whether they are named in the form.
6. Filer Information
The form requires the full name, address, and contact details of the filer. If more than one individual is involved, the filer must check the box indicating that the document contains the true name and mailing address of one or more additional individuals. This ensures transparency regarding who is responsible for submitting the dissolution filing.
7. Disclaimer
The disclaimer states that the form and related instructions are not intended to provide legal, business, or tax advice and are provided without representation or warranty. It also notes that while the form is believed to satisfy minimum legal requirements as of its revision date, ongoing compliance with applicable laws remains the filer’s responsibility.
How to File Articles of Dissolution with the Colorado Secretary of State
- Prepare all required sections of the Articles of Dissolution form
To file the Articles of Dissolution, the LLC must complete each section of the official form, including Entity Information, Principal Office Address, Delayed Effective Date (if applicable), Additional Information, Notice of Perjury, and Filer Information. These components ensure the Secretary of State has complete and accurate details for processing the dissolution.
- Provide accurate Entity Information and address details
The form requires the Colorado Secretary of State ID number, the exact Entity Name, the principal office street address, and mailing address if different. These details allow the state to identify the LLC correctly and ensure that the dissolution corresponds with the correct business record.
- Determine whether a delayed effective date applies
If the LLC chooses a delayed effective date, it must be entered precisely in the required format. The form warns that a delayed effective date has significant legal consequences. If no time is provided, the dissolution becomes effective at 11:59 PM on the specified date. If no delay is intended, the section must be left blank.
- Acknowledge the Notice of Perjury before submitting
Filing the document constitutes an acknowledgment under penalties of perjury that the individual believes the document is true, compliant with the relevant statutes, and submitted in good faith. This applies to every individual involved in delivering the document for filing.
- Provide complete filer information for each person causing the document to be delivered
The form requires the full legal name and mailing address of each person responsible for submitting the document. If there are multiple individuals, the filer must check the box indicating additional individuals are listed. This ensures transparency and responsibility in the filing process.
- Submit the filing through the Colorado Secretary of State
After completing the form, it must be delivered to the Colorado Secretary of State for filing according to state procedures. The sample form included in the file is labeled “Sample – Do not submit”, meaning filers must obtain the official version directly from the Secretary of State’s website.
How to File Articles of Dissolution with the Colorado Secretary of State
Legal Responsibilities and Penalties Related to Filing
- Submitting the document constitutes an affirmation under penalties of perjury
The Notice of Perjury section states that anyone causing the document to be delivered affirms, under penalties of perjury, that the document is their act and deed or that they believe in good faith it is the act and deed of the person on whose behalf they are filing.
- The perjury notice applies to every individual involved in delivering the document
The form makes it clear that the Notice of Perjury applies even to individuals who are not listed in the document. Anyone who causes the document to be filed with the Secretary of State is subject to perjury penalties if the document is false or submitted improperly.
- Filers remain responsible for compliance with all applicable laws
The Disclaimer section emphasizes that the form does not provide legal, business, or tax advice and contains no warranties. While the form satisfies minimum legal requirements as of its revision date, compliance with all applicable laws remains the responsibility of the filer.
- Users should rely on their own legal, business, or tax advisors
Because the state does not guarantee the form’s sufficiency for all situations, and because legal obligations may change over time, the document advises users to consult their own legal, business, or tax advisors for guidance related to their specific circumstances. This protects filers from making errors that could result in penalties or an invalid dissolution.
Conclusion
Completing the LLC Articles of Dissolution in Colorado is easier when you understand the required form details and legal responsibilities. By providing accurate information, reviewing the perjury acknowledgment, and filing through the proper channels, you ensure a compliant dissolution.
For a faster, hassle-free process, FastFile can help prepare and submit your Colorado LLC Articles of Dissolution with confidence. FastFile streamlines the entire dissolution process by guiding customers through a simple, intuitive questionnaire that requires only essential details such as the LLC’s name, formation date, management structure, and the date dissolution was approved.
Our system automatically prepares all required Colorado Secretary of State forms and files them electronically on your behalf. Most dissolutions are completed within a few business days, and once approved, the official confirmation and state-issued documents are delivered directly to your FastFile dashboard.Customers can monitor filing status in real time, receive instant updates, and eliminate common mistakes that often delay state approval. In addition to dissolution services, FastFile also supports amendments, annual report compliance, foreign registrations, reinstatements, and conversions, ensuring your LLC remains compliant throughout its entire lifecycle.