Chapter 2 - § 2.4 COMMON REGISTRATIONS AND FILINGS

• Jurisdiction: Colorado

§ 2.4 COMMON REGISTRATIONS AND FILINGS

Prior to filing any formation documents, the RMB owner should search the Colorado Secretary of State records to make sure the proposed name of the RMB is available for use. The name of the company must be distinguishable from any previously registered entity.⁸⁴ In addition, the State of Colorado requires that the name of the company include a designation; for example, a limited liability company must include the phrase "limited liability company," "LLC," or some variation thereof, while a corporation must include the term or abbreviation for "corporation," "incorporated," "company," or "limited."⁸⁵

Each form of entity must appoint a registered agent in the State of Colorado, whom the entity authorizes to accept service of any process, notice, or demand that is required or permitted by law to be served on the entity.⁸⁶ The registered agent may be an individual 18 years of age or older with a primary residence or usual place of business address is in this state, or a domestic or foreign entity authorized to do business, and having a usual place of business, in the State of Colorado.⁸⁷ If the entity has a usual place of business in the State of Colorado, the company may serve as its own registered agent. ⁸⁸

An RMB may formally establish the company by filing formation documents with the Colorado Secretary of State. To organize a limited liability company in the State of Colorado, the company must file articles of organization with the Colorado Secretary of State.⁸⁹ In addition to identifying information such as the name and principal place of business of the limited liability company, the articles of organization must affirm that there is at least one member of the LLC, and also identify whether the company is managed by the members or by one or more managers.⁹⁰ A corporation is formed in the State of Colorado by filing the articles of incorporation with the Colorado Secretary of State.⁹¹ Like articles of organization, the articles of incorporation must provide identifying information, and the articles must also disclose the classes and number of shares that the corporation is authorized to issue.⁹² If the corporation authorizes more than one class of shares, the articles must include a distinguishing designation for each class, and "before the issuance of shares of any class, the preferences, limitations, and relative rights of that class."⁹³ The formation documents for other types of governing structures may be found...