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Business Disputes 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.

By Find Local Law Editorial Team · Last reviewed: May 26, 2026

Researched and drafted with AI assistance and verified against primary sources (statutes, Judicial Council forms, and official court websites). This is general information, not legal advice.

This is general information, not legal advice. A Colorado attorney can assess your dispute and the applicable deadline.

When a business deal breaks down, two questions usually come first: what can I recover, and how long do I have to act.

Remedies for breach

When a contract is breached, the usual remedy is money damages to put you in the position you’d have been in had the contract been performed. Where money damages are inadequate — for example, a one-of-a-kind asset — a court may order specific performance, requiring the other side to actually perform.

Deadlines to sue

Colorado sets time limits (“statutes of limitations”) for bringing a claim:

  • Most contract actions must be brought within 3 years (C.R.S. § 13-80-101).
  • Actions to collect a liquidated or determinable debt — like an unpaid fixed sum — have 6 years (C.R.S. § 13-80-103.5).

Where there’s doubt about which applies, Colorado courts favor the longer period. These deadlines can turn on specific facts and can change, so confirm the current rule for your situation before relying on it.

Next steps

Before a dispute starts, strong agreements help — see contract basics. To understand your liability footing, review choosing a business entity. For help with a dispute, connect with a lawyer.

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Frequently asked questions

What remedies are available for breach of contract in Colorado?
Remedies include money damages and, where damages are inadequate, specific performance (a court order to perform the contract).
How long do I have to sue on a contract in Colorado?
Most contract actions must be brought within 3 years (C.R.S. § 13-80-101). But actions to collect a liquidated or determinable debt — like an unpaid fixed sum — have 6 years (C.R.S. § 13-80-103.5).
Which limitations period applies if it's unclear?
Where there's doubt, Colorado courts favor the longer period. Deadlines can be fact-specific and change, so confirm the current rule for your situation before relying on it.

Sources

Related guides

  • Choosing a Business Entity in Colorado 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.
  • Contract Basics in Colorado 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).
  • How to Form a Corporation in Colorado 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.
  • How to Form an LLC in Colorado 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.
  • Trade Name (DBA) Registration in Colorado 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.

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