Incorporate in Colorado for FREE^*

Incorporation is the process of registering a business as a corporation and making it recognizable under law as its own legal entity. Incorporating a business can be a complicated process because each state has its own requirements for registering and operating a business as a corporation. Knowing the necessary steps and forms, however, will help keep you organized and stress-free. 

With our easy business registration service, you simply answer a few questions and we create your initial paperwork and file it with the state for you. The first business entity registration is free for Rocket Legal+ members—you pay only the state filing fees. Then, you can make and personalize all the legal documents you need for your business. Store everything online in your Rocket Lawyer account.

What is a C-Corp? 

A C-Corp, or C-Corporation, is a common business entity type. More specifically, a C-Corp is a corporation taxed under Subchapter C of the U.S. Code. Under Subchapter C, corporations are subject to tax at both the corporate and individual level (sometimes called “double taxation”). Depending on the situation, this may result in lower or higher tax burdens for the shareholders. 

C-Corps allow for anyone to be an investor and for an unlimited number of shareholders and multiple share classes.

As with other types of corporations, C-Corporations provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. Except for certain instances of fraud or misconduct, a shareholder is not liable for the debts or obligations of a corporation beyond the shareholder's investment into the corporation.

Corporations are treated as a C-Corp by default, unless another type of tax treatment is selected, such as an S-Corp.

What is an S-Corp? 

Like C-Corps, S-Corps provide a common and well-known legal structure for businesses and offer their shareholders some limited liability. However, S-Corps have two main differences from C-Corps: they are taxed differently and they have more restrictions with shares.

An S-Corporation, or S-Corp, is an IRS election that allows a company to be treated like an LLC for income tax purposes, that is, as a “pass-through" entity. Instead of income taxes being owed at both the company and individual level, the income of an S-Corp is only taxed at the individual level, which means it passes through the company directly to the owners and shareholders. Again, this may result in lower or higher tax burdens for the shareholders depending on the situation.

S-Corps have more restrictions regarding shares and shareholders than C-Corps. Specifically, S-Corps can have no more than 100 shareholders, only one class of shares, and only U.S. residents or citizens as investors.

One area of common confusion is what type of entity can elect S-Corp status. Remember that this election is simply a tax choice, not a governance or legal structure choice. Both limited liability companies (LLCs) and corporations can choose S-Corp status if they qualify under the IRS's guidelines.

An S-Corp and a C-Corp are nearly the same in terms of limits on liability, structure, management, and compliance documents. When deciding which one is best for you in Colorado, consider these differences:

• Ownership rules: With a C-Corp, you can have unlimited shareholders and stock classes. An S-Corp is limited to one stock class and 100 shareholders. Shareholders in an S-Corp must be legal residents or citizens of the United States.
• Taxes: A C-Corp is taxed as a separate entity from shareholders. This means the C-Corp pays taxes on the corporation's income, and individual shareholders may also pay taxes on the dividends they receive. S-Corps are considered "pass-through" entities and do not pay corporate taxes. Instead, the owners pay taxes individually on their shares of the income.
• Documents: A C-Corp is the default corporate structure. In order to become an S-Corp, you need to file IRS Form 2553, Election by a Small Business S-Corporation.

Your corporation’s name should be unique and make a statement about your business. Make sure it complies with the following Colorado requirements:

• Include "Corporation," "Company," "Incorporated," or "Limited" in your business name. You may also use an abbreviation of one of these words.
• Your name cannot be the same as, or deceptively close to, any business name or trademark already filed or reserved with the Colorado Secretary of State.
• Do not use a name that suggests a business purpose that is different from what you do. For example, don't name your business "Fishing Supply World, Inc." if you sell office supplies. 

Need help coming up with a business name for your corporation? Try the Rocket Copilot™ AI Business Name Generator, a free tool to help you brainstorm business names and get started registering your corporation.

Each state has its own personnel requirements for incorporating. In Colorado, your corporation must have at least one director and directors in a Colorado corporation must be at least 18 years old. Colorado does not require state residency for directors.

You do not have to list your directors' names and addresses in your Articles of Incorporation, but you do need to list the name and address of your incorporator or incorporators.

Colorado requires you to include certain information in your Articles of Incorporation. For instance: 

Every corporation needs to appoint a registered agent. This is the person or business responsible for receiving legal, tax, and other government documents during regular business hours. Your agent must have a physical Colorado address, not a post office box. We will help you designate a registered agent when you incorporate with us. You must list your agent's name and address in your Articles of Incorporation. 

Here are a few other things the state of Colorado requires in this document:

• The name and address of your incorporator or incorporators.

• The number of shares, and their class, that your corporation is authorized to issue.

• The corporate name.

• If your corporation is intended to last for a limited time, the date when it will cease to exist.

If you do not want cumulative voting in the election of your directors, your Articles of Incorporation must include a statement to this effect. Without this, cumulative voting is mandatory. Although you are not required to list your directors in your Articles of Incorporation, Colorado allows you to do so. You may also list other provisions, like the corporate purpose and limits on director or shareholder powers.

Nearly every state has standard processing times, but not all provide expedited processing for corporations. In Colorado, there are a few fees that you may be charged when you register your business as a corporation. They include the following:

State fee: $50.

Rocket Lawyer filing fee: $0 $99.99.

• First filing FREE* for Rocket Legal+ members (excluding state fees).
• Get additional filings HALF OFF with Rocket Legal+.

Processing time: 3-5 business days.

Note: The above state fees and processing times (including expedited processing fees and times) are provided as a summary and may or may not encompass various fees mandated by your state or local authorities. Your state may also change these fees and processing times over time and without notice. If you have questions, speak to a Rocket Lawyer Business Pro to understand the costs and processing times that apply to your specific filing.

Businesses can save up to $2,500 per year with a Rocket Legal+^™ membership. This calculation is based on total savings on an initial business registration and registered agent, trademark, and business tax filing services for Rocket Legal+ members (a total cost of $924.97) compared to Rocket Legal members (a total cost of $1,949.96). This is in addition to savings on the average cost of 5 hours for document preparation by a non-Rocket Lawyer network attorney at the average attorney hourly rate in the U.S. of $300 (an estimated cost of $1,500 when purchased without any form of Rocket Lawyer membership) compared to unlimited use of customizable business documents for both Rocket Legal+ and Rocket Legal members at no extra cost.

Yes – although taxes are no fun, your new corporation must pay them. Before doing any business, you must request an employer identification number, or EIN, from the IRS. This is a federal tax ID for businesses that works similarly to a Social Security number for individuals. Every business with employees needs one. 

You will also need to open state and local wage withholding and payroll tax accounts. Corporations must file annual Periodic Reports in Colorado. This report is due each year beginning in your incorporation anniversary month or Periodic Report month, and no later than the end of the second calendar month after your Periodic Report month. You may file online or by mail, but the fee is higher for paper filing. 

Learn more information about the actual tax structure of a C-Corp and an S-Corp.

You will need to create additional corporate records for your Colorado corporation. Corporate Minutes document discussions, decisions, and actions taken at meetings held with shareholders or your board. Your corporation should designate at least one director to be responsible for recording the minutes. You must keep your minutes for three years. You must also record any actions taken by directors or shareholders, even if they occur outside of a meeting.

Colorado does not specifically require that you create Corporate Bylaws for your business, but it's a good idea. This document defines your business's operational structure and procedures. If you do create bylaws, they cannot conflict with your Articles of Incorporation. You do not have to file your bylaws. Just keep them with your other corporate documents. 

We wish you success with your new Colorado corporation! You can count on Rocket Lawyer for all the business, tax, and legal help you need at a price you can afford. 

If you are planning to operate in another state, you may need to register a corporation in that state. Rocket Lawyer can help you determine which states you should register in.

Other states may have their own rules for foreign corporations that originate in Colorado or domestic corporations that also operate in Colorado. Talk to an attorney to understand the legal and tax requirements for the state(s) in which you plan to operate.