Colorado LLC Delinquent or Dissolved: Cure for $100 or Reinstate, Name Hold and the Affidavit Rule

A Colorado LLC delinquent status means the Secretary of State has flagged your company for an unpaid fee, an unpaid penalty, an unfiled report, or a missing registered agent. A dissolved LLC has gone further and is no longer active on the state record. Both problems are fixable, but the fix depends on which status you have, how long it has been, and what the Secretary of State requires you to file. This guide covers the late report path, the $100 cure for a Delinquent entity, the $100 reinstatement for a dissolved entity, the 400-day name hold, and the affidavit rule that applies to older entities.

This article is informational content, not legal or tax advice. Entity status, penalties and filing rules change, so confirm current requirements on the Colorado Secretary of State website before you file. For a complex situation, such as a dispute with a former member, unpaid taxes or a name conflict, consult a qualified attorney or CPA.

How to Check Your LLC Status

Start by looking up your entity on the Secretary of State's business search. The record summary shows your current status, your periodic report month and any registered agent on file. Do not rely on memory or on the last annual reminder you received. Pull the record and read the status line yourself.

You will generally see one of three statuses:

• Good standing: no action needed beyond the next periodic report.
• Noncompliant: a periodic report is late but still in the window to fix it without losing the entity's status.
• Delinquent or Dissolved: the entity needs a formal filing before it can be treated as active again.

The Late Report Path: From Due Date to Delinquent

Every Colorado LLC files a Periodic Report with the Secretary of State. The fee is $25, and the report is due in the entity's periodic report month. The report may be filed as early as two months before that month and as late as two months after it with no penalty. A new LLC files no periodic report in its first year, so the first one is due in the second year.

Here is how a missed report escalates, using a January report month as the example:

1. Report due by March 31. File the $25 Periodic Report online by this date and no penalty applies.
2. Noncompliant if still unfiled. The entity is marked Noncompliant. You can still file the late report by May 31, but the late periodic report penalty is $50 on top of the $25 fee.
3. Delinquent after May 31. Under C.R.S. 7-90-901, an LLC becomes Delinquent when it has an unpaid report, an unpaid fee or penalty, or no registered agent after its agent resigns.

Many owners miss the Noncompliant window because they wait for a reminder. The Secretary of State sends reminder emails only if you sign up for them, and responsibility for filing on time stays with you. Set a calendar alert for your periodic report month and check the status once a year.

Cure a Delinquent LLC for $100

A Delinquent LLC is cured by filing a Statement Curing Delinquency for $100. The statement clears the delinquency status, but the entity still has to satisfy the underlying problem. If the periodic report is unpaid, that report and its fee must be filed. If a penalty is unpaid, the penalty must be paid. If the registered agent resigned, a new agent must be appointed.

Expect to pay the $100 cure fee plus any unpaid $25 Periodic Report and any $50 late periodic report penalty. Confirm exactly what must accompany the statement on the Secretary of State fee schedule before you file, because the required payments depend on your entity's record.

Filing is done through the Secretary of State's online filing system. Online filings are processed in real time, so once payment clears and the record updates, the status change takes effect immediately unless the document states a delayed effective date. There is no expedited service for these filings, so you cannot pay extra to speed up a cure.

Reinstate a Dissolved LLC for $100

A dissolved LLC is brought back through Articles of Reinstatement, which carry a $100 fee. Reinstatement restores the entity's existence on the record, but it does not automatically restore everything the entity had before. Keep these limits in mind:

• Trade names are not reinstated. Each trade name must be filed again. A Statement of Trade Name is $20 to file online and $5 to renew, and it is filed with the Secretary of State statewide, not with the county.
• Name conflicts get a suffix. If another business has taken the entity's name while it was dissolved, the reinstated entity is recorded with the word 'Reinstated' and the date added to the name.
• Judicially dissolved entities cannot reinstate. An LLC dissolved by a court order cannot use this path, so check how the dissolution occurred before planning around reinstatement.

The 400-Day Name Hold

When an LLC becomes Delinquent, the Secretary of State holds its name for 400 days. During that period, the name stays reserved to the entity. After 400 days, the name is changed on the record to include the word 'delinquent' plus the date, and the original name becomes available for someone else to register.

This matters if you plan to reuse the name. Curing the delinquency during the hold keeps the name in your control. Waiting past the 400 days means you may need a new name, and the original name may already be in use by someone else.

The Affidavit Rule for Older Entities

Colorado sets a separate, stricter path for entities that have been out of standing for a long time. The affidavit rule applies when an entity has been:

• Delinquent for 5 years or more, or
• Dissolved for 2 years or more.

For these entities, the filing must be made under penalty of perjury with an affidavit of authority and a government-issued photo ID. The statutory basis includes C.R.S. 7-90-904(1)(c)(III), C.R.S. 7-90-1003(1.5)(b), and HB24-1137. The affidavit confirms that the person filing has the authority to act for the entity, so the person signing should be a member, manager or other person with legitimate authority under the company's records.

The affidavit rule carries a real cost if you get it wrong. A rejected filing is not refunded, and you must pay the fees again on resubmission. Before you file, confirm that every name, date and identifying detail matches your records, and that the ID is current and valid.

Dissolve a Delinquent LLC for $10 Instead

Curing is not the only option. For a Delinquent LLC you no longer want, a Statement of Dissolution of a Delinquent Entity costs $10 and closes the entity on the record. This is often cheaper than paying to cure and then paying again to dissolve later, especially if the business has no remaining assets or activity.

Dissolution has limits that owners often miss. Dissolving an entity does not cancel its taxes, licenses or obligations with other agencies. The Secretary of State's database does not communicate with other state, city or county agencies, so a dissolved status there does not tell the Department of Revenue, your city or any licensing agency that the business has closed. Close those accounts yourself. Colorado's Department of Revenue handles sales and use, withholding and income tax accounts, and you should check with each agency where you hold a license or account.

Registered Agent Problems

A missing registered agent is one of the causes of Delinquent status, and it is easy to overlook when an agent resigns. Every entity must name one registered agent, either an individual or an entity, and that agent must consent to the appointment. Under rules effective July 1, 2025, an individual agent must be at least 18, hold a current valid Colorado driver's license or state ID card, and either live in Colorado or have a usual place of business there. The filer must enter the agent's name and ID number exactly as they appear on the credential.

The registered agent address must be a physical Colorado street address where documents can be received during normal business hours. A P.O. box does not qualify. If you need to appoint a new agent as part of a cure, make sure the address and ID details are correct before you submit.

Fee Summary

Item	Fee	When it applies
Periodic Report	$25	Annually in the periodic report month, with a two-month window on either side
Late periodic report penalty	$50	When the report is filed after the due date but before Delinquent
Statement Curing Delinquency	$100	To clear a Delinquent status
Articles of Reinstatement	$100	To restore a dissolved entity
Statement of Dissolution of a Delinquent Entity	$10	To close a Delinquent entity instead of curing it

No expedited service applies to these filings. Confirm current amounts on the Secretary of State fee schedule before paying, since fees are set by the agency and can change.

Step-by-Step: Choosing Your Path

1. Pull the record. Use the business search and note the exact status and any unpaid items.
2. Decide whether you want to keep the entity. If not, the $10 Statement of Dissolution of a Delinquent Entity may be the simplest route.
3. If you are keeping it and it is Delinquent, file any missing report, pay any penalty and appoint a valid registered agent, then file the $100 Statement Curing Delinquency.
4. If it is Dissolved, file the $100 Articles of Reinstatement, then file each trade name again.
5. Check the time limits. If the entity has been Delinquent for 5 years or more, or dissolved for 2 years or more, prepare the affidavit of authority and your government photo ID before filing.
6. Close other accounts separately. Review your Department of Revenue accounts, city and county licenses and any other agency registrations.

When to Get Professional Help

Most straightforward cures are filed by the owner online in one session. Get help from an attorney when the entity has an active dispute among owners, when a former member's signature or authority is unclear, when the entity was judicially dissolved, or when the 400-day hold is about to expire and you need the name for a new venture. A CPA can help when unpaid taxes or tax account closures are part of the picture. Those professionals can confirm your specific facts in a way this general guide cannot.