Colorado Nonprofit Incorporation Guide

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Quick Facts

A

Pre-Filing Checklist

1. 1.
   Name check & restrictions: Search the Colorado Secretary of State Name Availability tool and Business Entity Search to confirm your name is distinguishable. For nonprofit corporations, a corporate designator (Inc., Corp., Co., Ltd., etc.) may be included but is not required. You may reserve a name online for 120 days ($25).
2. 2.
   Directors & officers: Colorado allows one or more directors; best practice for 501(c)(3) governance is three unrelated directors. Statute requires officer positions of President, Secretary, and Treasurer (titles may vary, but functions are required).
3. 3.
   Registered agent: Required at formation. Must have a Colorado street address (no P.O. boxes). The agent may be an individual (18+, CO driver's license/ID, and CO residence or usual place of business) or a Colorado-authorized entity. The registered agent must consent to serve.
4. 4.
   Members decision: Decide whether the corporation will have voting members (you will answer this in the Articles). This affects governance structure and decision-making processes.
5. 5.
   Bylaws & purpose planning: Adopt bylaws consistent with the Colorado Revised Nonprofit Corporation Act (CRNCA). Bylaws are not filed with the state. Align with IRS 501(c)(3) requirements (inurement/private benefit, dissolution).

B

Prepare the Articles of Incorporation

File online only with the Secretary of State. The online form will prompt for:

1. 1.
   Entity name: Must be distinguishable. Corporate designators (Inc., Corp., Co., Ltd.) may be included but are not required for nonprofits.
2. 2.
   Principal office street address: No P.O. box allowed.
3. 3.
   Registered agent & consent: Name and Colorado street address, plus signed consent.
4. 4.
   Incorporator: Name and information of the person filing.
5. 5.
   Voting members: State whether you will have voting members or not.
6. 6.
   Distribution upon dissolution: How assets will be distributed if the organization dissolves.
7. 7.
   Optional delayed effective date: Specify a date up to 90 days in the future.
8. 8.
   IRS-required provisions (strongly recommended for 501(c)(3) recognition):

   • • Organizational test (exclusively for charitable/educational/religious/scientific purposes within §501(c)(3))
   • • Limitations: no private inurement; no political campaign activity; limited lobbying
   • • Dissolution clause dedicating assets to another §501(c)(3) or government for public purposes

C

File the Articles

1. 1.
   File online with Colorado Secretary of State: Use the Business Home › File a business document to file Articles online. No paper option available - Colorado requires online-only filing.
2. 2.
   Filing fee: $50 (online only). Pay by card/eCheck during the online filing process.
3. 3.
   Processing time: Typically immediate upon online submission.
4. 4.
   Output: Save the stamped Articles/acknowledgement and confirmation email for your records and IRS application.

D

Post-Filing Tasks

1. 1.
   EIN: Apply with the IRS (Form SS-4).
2. 2.
   Organizational meeting: Adopt bylaws; appoint directors/officers; conflict-of-interest and other policies; fiscal year; banking resolutions.
3. 3.
   Periodic Report calendar: Colorado requires an annual Periodic Report due during your assigned Periodic Report month each year. Find your Periodic Report month on your entity's SOS Summary page and calendar it. You may file two months before through two months after without penalty ($25; $50 late penalty).
4. 4.
   Charitable registration: Register online with the Colorado SOS Charities & Fundraisers system before soliciting in Colorado. Renew annually by the 15th day of the 5th month after fiscal year end ($10 initial & annual). Common exemptions include organizations with ≤ $25,000 in contributions and no paid solicitor.
5. 5.
   Sales & use tax exemption: After receiving your IRS letter, submit Form DR 0715 to the Colorado Department of Revenue by email, fax, or mail. Attach Articles, Certificate of Good Standing, financial statements, and IRS determination letter (no fee).
6. 6.
   Local licenses & banking: Some home-rule cities may require separate local exemption; open a bank account with EIN + filed Articles + bylaws.

Resources & Forms

• Business Home Portal: Colorado Secretary of State Business Home
• Forms & Information: Business Forms & Filing Information
• Name Search & Reservation: Name Availability Tool & Reservation (120 days, $25)
• Periodic Reports: Periodic Report Information ($25 annually)
• Charitable Registration: SOS Charities & Fundraisers ($10 initial & annual)
• Sales Tax Exemption: Form DR 0715 - Exempt Entity Certificate (no fee)

Notes & Best Practices

• Include IRS clauses in your Articles to streamline 501(c)(3) approval—attach as additional information if needed
• Corporate designators (Inc./Corp.) are optional for nonprofit corporations—choose a clear, distinguishable name
• Colorado offers immediate online approval—no waiting for manual processing
• You can specify a delayed effective date up to 90 days in the future during filing
• Colorado requires specific officer positions: President, Secretary, and Treasurer (functions required, titles may vary)
• Periodic Report due in assigned month—$25 fee with $50 late penalty; can file 2 months early or late without penalty