Business Law in Colorado

When a contract is breached in Colorado, remedies include money damages and, where damages are inadequate, specific performance. Deadlines matter: most contract actions must be brought within 3 years (C.R.S. § 13-80-101), but actions to collect a liquidated or determinable debt have 6 years (C.R.S. § 13-80-103.5). Where there's doubt, Colorado courts favor the longer period. Confirm current deadlines before relying on them.

Colorado business owners choose among sole proprietorships and general partnerships (no formation filing), LLCs (Colorado Limited Liability Company Act, C.R.S. § 7-80-101 et seq.), and corporations (Colorado Business Corporation Act, C.R.S. Title 7, Articles 101–117). LLCs and corporations are formed by filing with the Secretary of State and generally shield owners' personal assets. LLCs and partnerships are usually pass-through for tax; corporations are taxed at the entity level unless they make a federal S-corp election.

A contract needs offer, acceptance, and consideration. Colorado's statute of frauds (C.R.S. § 38-10-112) requires a signed writing for certain agreements — including those not to be performed within one year, a promise to answer for another's debt, and agreements in consideration of marriage. A contract for the sale of land or an interest in land must be in writing under a separate section (C.R.S. § 38-10-108).

To form a Colorado corporation you file Articles of Incorporation under the Colorado Business Corporation Act (C.R.S. § 7-102-102), stating the corporate name, authorized shares, registered agent, principal office, and incorporators. The corporation must maintain a registered agent (C.R.S. § 7-90-701) and file the periodic report (C.R.S. § 7-90-501). An 'S corporation' is a federal tax election with the IRS, not a separate Colorado entity. Fees apply; confirm current amounts on coloradosos.gov.

To form a Colorado LLC you file Articles of Organization with the Colorado Secretary of State under C.R.S. § 7-80-204, stating the LLC name, principal office, registered agent, and management structure. The LLC must continuously maintain a registered agent (C.R.S. § 7-90-701) and file a periodic report (C.R.S. § 7-90-501) — first due by the last day of the second month after the first anniversary, then annually. Filing and periodic-report fees apply; confirm current fees on coloradosos.gov.

A person or entity transacting business in Colorado under a name other than its true name must file a Statement of Trade Name with the Colorado Secretary of State (C.R.S. § 7-71-101). Unlike some states, Colorado has no newspaper-publication requirement — it's just a Secretary of State filing. Fees apply; confirm current amounts on coloradosos.gov.