What happens if your Colorado LLC misses its Periodic Report, and how to cure the delinquency
Colorado’s own word for it: “Noncompliant”, then “Delinquent”. Time limit to get back: None. Tax clearance: No.
Checked against the Colorado Secretary of State, September 2026.
- What Colorado calls it
- “Noncompliant”, then “Delinquent”
- Tax clearance
- No
- Time limit to get back
- None
How it unfolds in Colorado
- MissedPeriodic Report
- Status“Noncompliant”, then “Delinquent”
- The way backStatement Curing Delinquency
Colorado Secretary of State
What does Colorado call a company that missed its filings?
“Noncompliant” (periodic report past due, still in the late-filing window), then “Delinquent”; curing returns the entity to “Good Standing”. Colorado does not administratively dissolve an LLC for a missed periodic report — the entity continues to exist while delinquent (C.R.S. §7-90-903(4)). “Dissolved” applies only if the entity itself dissolves (including a Statement of Dissolution of Delinquent Entity after 3+ years delinquent).
What triggers it in Colorado?
Failure to file the periodic report; failure to pay any fee or penalty under Title 7 when due; failure to maintain a registered agent (e.g. not appointing a new one after the agent resigns); or a finding that the entity was created without authorization or for fraudulent purposes (C.R.S. §7-90-901(1)).
Before it happens
The entity becomes delinquent if it does not correct the ground within 60 days after the Secretary of State determines a ground exists (immediately for fraud findings) (C.R.S. §7-90-902(1)). In SOS practice, e.g. for a January report month, the report is due March 31; if missed the entity is Noncompliant with a late report due May 31; after May 31 it becomes Delinquent.
How do you cure a Colorado LLC’s delinquency?
Statement Curing Delinquency, filed online with the Secretary of State and signed under penalty of perjury, stating the principal office address and the registered agent’s name and address (registered agent must consent). If delinquent five years or longer, it must be accompanied by an affidavit of the signer’s authority and a copy of the signer’s government-issued photo ID (added by HB 24-1137). (A DISSOLVED entity instead files Articles of Reinstatement.)
Where to file
Colorado Secretary of State, Business & Licensing Division (online filing).
Not yet confirmed against the Colorado Secretary of State — check with the office.
Is there a deadline in Colorado?
No deadline: an entity delinquent for any length of time may cure; after five years of delinquency the extra affidavit and photo-ID requirements apply. A dissolved entity may also be reinstated with no outer time limit (after two years dissolved, an affidavit and photo ID are required) (C.R.S. §7-90-1003).
Do you need tax clearance in Colorado?
No
None required. C.R.S. §7-90-904 lists only the statement (and, after five years, the affidavit and photo ID); no Department of Revenue clearance is part of curing delinquency.
What happens to the company name meanwhile?
SOS holds the delinquent entity’s name for 400 days from the date of delinquency; on day 401 the name is changed to include “delinquent” and the delinquency date, and the original name becomes available to others. On cure, if the name is no longer distinguishable, the entity’s name becomes its name followed by “delinquency cured” and the date (C.R.S. §7-90-904(4)(a)); it may then amend to a new name.
What changes once it is fixed?
The entity’s existence continues notwithstanding delinquency (C.R.S. §7-90-903(4)). While delinquent it cannot maintain a court proceeding to collect its debts; once cured, no proceeding it is party to may be dismissed because of that delinquency (C.R.S. §7-90-903(1)-(2)). For a dissolved entity reinstated under Part 10, existence is deemed to have continued without interruption (C.R.S. §7-90-1005).
What changes for corporations in Colorado?
No material difference found: Colorado’s delinquency, cure and reinstatement rules in C.R.S. Title 7, Article 90 (Parts 5, 9, 10) apply to all “reporting entities”, including corporations, and the SOS uses the same Statement Curing Delinquency.
What should you file first?
There is no separate tax clearance step for a Colorado LLC, so the filing comes first, with the missed filings and fees described above.
The filing
Statement Curing Delinquency
Where it goes
Colorado Secretary of State, Business & Licensing Division (online filing).
What does Colorado ask you to file, so it does not happen again?
| Obligation | Form | Due | If late |
|---|---|---|---|
| LLC formation (Articles of Organization) | Articles of Organization for a Limited Liability Company | At formation | None |
| Periodic report | Periodic Report | In the formation-anniversary month; filable from two months before through two months after without penalty | a late fee once Delinquent; reinstatement via Statement Curing Delinquency has a state filing fee |
| Change of registered agent | Statement of Change Changing the Registered Agent Information | When the agent or address changes | None |
From the same Colorado record as the Colorado registered agent page. State fees change; we confirm current amounts with you before anything is filed.
Put every recurring Colorado deadline in your calendar with the compliance calendar, or see what Colorado requires of your registered agent.
Which Colorado laws govern it?
Delinquency: C.R.S. §§7-90-901 (grounds), 7-90-902 (declaration), 7-90-903 (effect), 7-90-904 (cure), 7-90-905 (appeal), 7-90-908 (dissolution of delinquent entity). Periodic report: C.R.S. §7-90-501. Reinstatement of a dissolved entity: C.R.S. §§7-90-1001 to 7-90-1005.
Sources, checked September 2026:
- Colorado General Assembly, Office of Legislative Legal Services (C.R.S. 2024 Title 7)— C.R.S. Title 7, Art. 90, Parts 5, 9 and 10
- Colorado Secretary of State— SOS Business FAQs – Delinquency Q1; C.R.S. §§7-90-902, 7-90-903
- Colorado General Assembly, Office of Legislative Legal Services (C.R.S. 2024 Title 7)— C.R.S. §7-90-901(1)
- Colorado General Assembly, Office of Legislative Legal Services (C.R.S. 2024 Title 7)— C.R.S. §7-90-902(1); SOS Delinquency FAQ Q1
- Colorado General Assembly, Office of Legislative Legal Services (C.R.S. 2024 Title 7)— C.R.S. §7-90-904(1); SOS ‘Instructions: Statement Curing Delinquency’
- Colorado Secretary of State— Instructions: Statement Curing Delinquency
- Colorado General Assembly, Office of Legislative Legal Services (C.R.S. 2024 Title 7)— C.R.S. §7-90-904
- Colorado Secretary of State— SOS Delinquency FAQ Q2; C.R.S. §7-90-904(4)(a)
- Colorado General Assembly, Office of Legislative Legal Services (C.R.S. 2024 Title 7)— C.R.S. §§7-90-904(1)(a),(c); 7-90-1003(1),(1.5)
- Colorado General Assembly, Office of Legislative Legal Services (C.R.S. 2024 Title 7)— C.R.S. §§7-90-903, 7-90-1005
- Colorado General Assembly, Office of Legislative Legal Services (C.R.S. 2024 Title 7)— C.R.S. §§7-90-901, 7-90-904, 7-90-1001
Checked against the Colorado Secretary of State and the statutes above · Last checked September 2026. Not legal advice: the filing office has the final word on your entity.
Colorado
Behind on a Colorado filing?
Send us the entity and any notice you received. A compliance check shows where it stands with the Colorado Secretary of State, and state fees are confirmed with you before anything is filed.