Colorado Contract Basics: Formation & Statute of Frauds

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).

This is general information, not legal advice. A Colorado attorney can review or draft your agreements.

Most business runs on contracts. Knowing what makes one enforceable — and which deals must be in writing — helps you avoid trouble.

What makes a contract

A contract generally needs three things:

Offer — one side proposes terms.
Acceptance — the other side agrees to those terms.
Consideration — each side gives something of value.

Many valid contracts can be oral. But Colorado law requires a signed writing for certain categories.

When a writing is required

Under Colorado’s statute of frauds (C.R.S. § 38-10-112), a signed writing is required for, among others:

Agreements not to be performed within one year.
A promise to answer for another’s debt.
Agreements made in consideration of marriage.

Land sales are separate

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.

Next steps

If a deal goes sideways, see business disputes for remedies and deadlines, or review your structure in choosing a business entity. For help drafting or reviewing a contract, connect with a lawyer.

Frequently asked questions

What makes a contract valid in Colorado?

At its core, a contract needs offer, acceptance, and consideration (something of value exchanged by each side).

Which Colorado contracts must be in writing?

Under the statute of frauds (C.R.S. § 38-10-112), certain agreements need a signed writing — including agreements not to be performed within one year, a promise to answer for another's debt, and agreements made in consideration of marriage.

Does a land-sale contract have to be in writing?

Yes. A contract for the sale of land or an interest in land must be in writing under a separate section of Colorado law (C.R.S. § 38-10-108).

Related guides

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.

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.

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.

Contract Basics in Colorado