Colorado Certificate of Authority

If you plan to do business in the state of Colorado, but your company was formed outside of the state, you will often need to obtain Colorado Foreign Qualification. Typically, “doing business” is defined by activities such as maintaining a physical office or having employees in the state.

Howerver, you won't necessarily need Colorado Foreign Qualification for all dealings in the state. Colorado statutes use similar language to other states, identifying the following activities as examples that do not constitute doing business:

(a) Maintaining, defending, or settling in its own behalf any proceeding or dispute;

(b) Holding meetings of its owners or managers or carrying on other activities concerning its internal affairs;

(c) Maintaining bank accounts;

(d) Maintaining offices or agencies for the transfer, exchange, and registration of its own securities or owner's interests, or maintaining trustees or depositories with respect to those securities or owner's interests;

(e) Selling through independent contractors;

(f) Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this state before they become contracts;

(g) Creating, as borrower or lender, or acquiring, indebtedness;

(h) Creating, as borrower or lender, or acquiring, mortgages or other security interests in real or personal property;

(i) Securing or collecting debts in its own behalf or enforcing mortgages or security interests in property securing such debts;

(j) Owning, without more, real or personal property;

(k) Conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature;

(l) Transacting business or conducting activities in interstate commerce; and

(m) In the case of a foreign nonprofit corporation:

(I) Granting funds; or

(II) Distributing information to its members.

This list is not exhaustive. For additional detail and information visit review Colorado’s Corporations and Associations Act.