Dissolving a business

Q1. I'm no longer operating my business. What should I do next?

A1. Depending on the type of business you were operating, you may have different options for dissolving or otherwise indicating the business is no longer operating.

For example,

• A corporation may file Articles of Dissolution.
• A limited liability company may file a Statement of Dissolution.
• A sole proprietor using a trade name could file a Statement of Trade Name Withdrawal.
• A foreign entity may file a Statement of Withdrawal

Filing Articles of Dissolution or a similar document will create a public record that your business or organization is dissolved. The forms are online under your entity’s summary.

Alternatively, if you do not file any document, your business record will become Delinquent for failing to file a Periodic Report. Similarly, if you are operating a sole proprietorship or general partnership, and you do not withdraw or renew your trade name, the trade name will expire. A status of Delinquent or Expired only indicates that the appropriate documents to keep the record in statutory compliance were not filed; not necessarily that the business is no longer operating.

Not filing these documents may have legal or tax implications.

Our database does not communicate with any other state, city, or county government agency. If you are registered with another agency or vendor, you will need to contact them to make any business closures as well.

Q2. How do I dissolve/withdraw a business?

A2. A dissolution/withdrawal must be filed electronically through our website.

1. Visit our Website: https://www.coloradosos.gov
2. Click on Business, Trademarks, Trade Names
3. On the “Business Organizations” page, select Search business database
4. When on the “Business Database Search” page enter the 11-digit ID number, or the business name of the entity and click Search
5. On the “Summary” page of the entity, scroll down and select File a form.
6. When on the “Documents Available for Filing” page, select Dissolve or Withdrawal
7. Review the information in the PDF on the “You’re not done yet” page. If you would like to change anything on the form, click Return to Form. If the information is correct, click Pay now
8. Once the form is ready for filing, the system will proceed to the first of three payment pages.
9. Your filing is complete once you see a Confirmation page.

Q3. I dissolved my business, why does it still show in the Secretary of State’s records?

A3. All documents filed with our office are maintained as part of the public record for historical purposes. Documents will not be removed by our office with the exception of court-ordered mandates.

Q4. What’s the difference between Voluntarily Dissolved, Administratively Dissolved, and Judicially Dissolved?

A4.  Voluntarily Dissolved: Dissolution documents were filed. The entity’s name changed to include the word “dissolved” and the date of the dissolution per C.R.S. 7-90-601.5.

Administratively Dissolved: You may see this in records prior to October 1st, 2005. Failure to file a periodic report or maintain a registered agent resulted in administrative dissolution. Its name is changed to include the word “dissolved” and the date of the dissolution.

Judicially Dissolved: An entity may be dissolved by court order. When an entity is judicially dissolved, its name is changed to include the word “dissolved” and the date of the dissolution. An entity that is judicially dissolved cannot reinstate.

The original entity name prior to dissolution becomes immediately available to be used by another entity.