Short answer
In Colorado, “Delinquent” means the LLC did not file its periodic report or did not appoint a new registered agent after the old one resigned, and the problem was not fixed during the 60 days the LLC spent as Noncompliant. The LLC is not dissolved. To return it to Good Standing, file a Statement Curing Delinquency online with the Secretary of State. The fee schedule lists that filing at $100.
Key takeaways
- The Secretary of State says an entity “that fails to file a Periodic Report, or fails to appoint a new registered agent after the resignation of the current registered agent, will become Delinquent.” Its FAQ cites section 7-90-901, C.R.S.
- The status changes in two steps. A missed report makes the LLC Noncompliant, and the FAQ says an entity “Noncompliant for sixty days will then become Delinquent.”
- The fix is a Statement Curing Delinquency. The business fee schedule lists it at $100 online. The Secretary of State says an online filing returns the entity to Good Standing immediately, unless the LLC has been Delinquent for five years or longer.
- The delinquent name is saved for 400 days. On the 401st day, the Secretary of State changes the name to include “delinquent” and the date, and the original name becomes available to others.
- Colorado stopped postcard reminders on January 1, 2012. Due date reminders go by email or text to people who subscribe to the record.
- The registered agent street address must be a physical address in Colorado. The Secretary of State says “Commercial or P.O. Box addresses cannot be used” for it.
What “Delinquent” means for a Colorado LLC
Colorado’s Secretary of State gives each business record a status. Good Standing is the normal one. Delinquent is the status the record gets when the LLC misses a required filing and does not fix it in time.
The Secretary of State’s Delinquency FAQ says: “An entity that fails to file a Periodic Report, or fails to appoint a new registered agent after the resignation of the current registered agent, will become Delinquent pursuant to section 7-90-901, C.R.S.” The same answer gives the way back: “If the entity’s status is Delinquent, a Statement Curing Delinquency must be filed to return the entity’s status to Good Standing.”
Delinquent is a different status from dissolved. The Secretary of State’s Reinstating a business FAQ says reinstatement “is only available if your entity has been dissolved.” The same page says that an entity in delinquent status “should file a Statement Curing Delinquency to reactivate the entity.”
The status also does not prove that the business closed. The Dissolving a business FAQ says a status of Delinquent “only indicates that the appropriate documents to keep the record in statutory compliance were not filed; not necessarily that the business is no longer operating.”
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How an LLC goes from Good Standing to Noncompliant to Delinquent
Every Colorado LLC files a periodic report once a year. The Periodic reports FAQ says the report lets an entity “update the principal office address and registered agent information.” The online fee is $25.
Your periodic report month is on the LLC’s Summary page in the business database. The Periodic reports FAQ says the report “can be filed two months prior to the Periodic Report month or two months after without any penalty.” After that, the record changes status in two steps.
| Step | What the Secretary of State says | Example with a January report month |
|---|---|---|
| Report due | The report is due “by the last day of the second month following the Periodic Report Month” | Due March 31 |
| Noncompliant | If the report is not filed by that date, “the entity’s status becomes Noncompliant, and the late fee is assessed” | From April 1, a late report is due by May 31 |
| Delinquent | “An entity with a status of Noncompliant for sixty days will then become Delinquent if the appropriate form isn’t filed” | Not filed by May 31: the status changes to Delinquent |
From the Colorado Secretary of State’s Noncompliance, Delinquency and Periodic reports FAQs, read on October 25, 2026.
A missing registered agent follows the same path. The Noncompliance FAQ says the entity becomes Noncompliant “If a new registered agent is not appointed within thirty days after the resignation of the current registered agent.” Sixty more days as Noncompliant then lead to Delinquent.
The Secretary of State’s pages give 60 days of Noncompliant status before an LLC becomes Delinquent, as shown above.
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What happens while a Colorado LLC is Delinquent
The Secretary of State will not issue a Certificate of Good Standing. Its Certificate of Good Standing FAQ says: “If the status of the entity is anything other than Good Standing, a Certificate cannot be issued.” The FAQ also says a certificate already issued is no longer valid once the status changes.
The LLC can also lose its name. The Delinquency FAQ says: “The delinquent entity name is saved for the entity for 400 days from the date of delinquency. On the 401st day, the entity name is changed to include the word “delinquent” and the date of delinquency.” At that point, the FAQ says, “The original entity name becomes available for another entity to use.”
The Registered agent FAQ lists other risks of lost good standing. It says losing good standing “can prevent your entity from bringing a lawsuit in the state, expanding into other states, or obtaining financing that you need to expand your business.” The same answer says the business and its owners “may be hit with fines and penalties for noncompliance.”
A domestic LLC still needs a registered agent while it is Delinquent. The Registered agent FAQ says plainly: “Domestic entities must retain a registered agent.”
How to cure a delinquent Colorado LLC
The filing is called a Statement Curing Delinquency. You find it on the LLC’s record in the business database, the same way you find the periodic report.
The Secretary of State’s Electronic filing FAQ says that after a Statement Curing Delinquency is filed online, “the entity will immediately be returned to Good Standing upon completion of online filing.” A copy of the filed document can then be viewed and printed online. The Secretary of State says it does not mail filed documents.
- 1Go to the Colorado Secretary of State’s Business Organizations page and select “Search business database.”
- 2Search by the LLC’s name or 11-digit ID number, then open the LLC’s Summary page.
- 3Select “File a form,” then choose the Statement Curing Delinquency from the documents available for filing.
- 4Check the registered agent name and Colorado street address, and the principal office street address. The form lets you change them.
- 5Name at least one individual causing the document to be delivered for filing, with a mailing address.
- 6Pay the fee. The filing is not complete until you see the confirmation page.
| Filing | Online fee on the Secretary of State’s fee schedule |
|---|---|
| Periodic Report | $25.00 |
| Periodic Report Late Filing Penalty | $50.00 |
| Statement Curing Delinquency | $100.00 |
| Statement of Change Changing the Registered Agent Information | $10.00 |
| Statement of Change Changing the Principal Office Address | $10.00 |
| Statement of Dissolution of Delinquent Entity | $10.00 |
| Reinstatement (for a dissolved entity) | $100.00 |
From the Colorado Secretary of State’s Business Organizations Fee Schedule, read on October 25, 2026. The schedule lists no paper fee for these filings.
If the name is no longer available
The cure form says “Your name must be distinguishable after curing delinquency.” If another entity took the name after day 400, the Delinquency FAQ says you can select another name by filing Articles of Amendment or a Statement of Change.
If the LLC has been Delinquent for five years or longer
You can still cure it, but the Secretary of State asks for more. Its Delinquency FAQ cites section 7-90-904(1)(c)(III), C.R.S. (House Bill 24-1137). It lists three items: the Statement Curing Delinquency “submitted under penalty of perjury,” an affidavit that the signer has the authority to act for the entity, and a government-issued photo ID for that person.
The Secretary of State reviews these filings before it accepts them. The FAQ says it does not offer expedited service. The FAQ also warns that if a filing is rejected, “you cannot receive a refund or reuse those funds for another filing.” You can email the affidavit and ID to BusinessAffidavitReview@Coloradosos.gov for a review before you submit.
If you do not plan to keep the LLC, the Secretary of State has a separate form. The Statement of Dissolution of Delinquent Entity is filed under section 7-90-908, C.R.S., according to its instructions, and the fee schedule lists it at $10.
How to check your LLC status in Colorado
Use the Secretary of State’s free business database search. Search by name or 11-digit ID number and open the Summary page. The Finding information FAQ says the business website shows the entity’s “Status regarding timely filing of documents,” the principal office address, and the registered agent’s name and address.
The Summary page also shows the periodic report month. The Periodic reports FAQ says report due dates and status changes “are noted on an entity’s History and Documents page.” Check that page to see when the status changed.
We cover LLC status problems in other states too. See our guides to a Washington LLC that is administratively dissolved, an Illinois LLC not in good standing, and a Delaware LLC with cancelled status.
Where Colorado sends reminders, and which addresses the cure form asks for
You may expect a reminder in the mail. Colorado’s Email and text notification FAQ says: “As of January 1, 2012, we have discontinued the use of postcards.” Reminders go by email or text to anyone who subscribes to the record from its Summary page.
The same FAQ says subscribers get “two courtesy emails” before the status changes. The first comes about a week before the periodic report month. The second comes about a week before the end of the two-month period. The Periodic reports FAQ adds that you are responsible for filing on time “whether you receive an email or not.”
The cure form asks for two addresses with different rules. The registered agent street address must be in Colorado and “must be a physical address and cannot be a post office box.” The Registered agent FAQ adds: “Commercial or P.O. Box addresses cannot be used as a registered agent’s physical street address.” A separate registered agent mailing address may be a commercial address or post office box, but it must also be in Colorado.
The principal office street address must also be a physical address, not a post office box. The instructions do not limit it to Colorado. They say any address outside the United States must include the country. A principal office mailing address is optional.
The principal office address matters for lawsuits too. When the registered agent cannot be found, the Registered agent FAQ quotes section 7-90-704(2), C.R.S. It says the entity may be served “by registered mail or by certified mail, return receipt requested, addressed to the entity at its principal address.”
| Field on the cure form | What the Secretary of State says |
|---|---|
| Registered agent street address | Required. Must be in Colorado. Must be a physical address and cannot be a post office box. |
| Registered agent mailing address | Optional. May be a commercial address or post office box, but must be in Colorado. |
| Principal office street address | Required. Must be a physical address and cannot be a post office box. An address outside the United States must include the country. |
| Principal office mailing address | Optional. Used if it differs from the street address or mail cannot be delivered there. |
From the Colorado Secretary of State’s Statement Curing Delinquency instructions and Registered agent FAQ, read on October 25, 2026.
Keeping the LLC in Good Standing after you cure it
Subscribe to email or text notices on the LLC’s Summary page, and save the Secretary of State’s email address as a contact so the notices do not go to spam. Note your periodic report month and file during the window.
Keep the principal office street address and mailing address current, so that legal mail reaches a person who reads it. You can change it in the next periodic report or with a Statement of Change. Before you list a new address, our free address checker shows how USPS classifies it.
Check each field’s rule above before you use any address on a filing. Our business address in Silicon Valley and business address in Los Angeles pages describe the business addresses save office offers.
Not legal or tax advice
This guide summarizes Colorado Secretary of State pages as read on October 25, 2026. We could not open the statute text itself, so the section numbers here are the ones the Secretary of State cites. Ask a Colorado attorney about your LLC, especially if it has been Delinquent for a long time.
Frequently Asked Questions
Sources & References
Primary sources this guide is based on.
- 1Colorado Secretary of State · Business FAQs: Delinquency (accessed October 25, 2026)
- 2Colorado Secretary of State · Business FAQs: Noncompliance (accessed October 25, 2026)
- 3Colorado Secretary of State · Instructions: Statement Curing Delinquency (accessed October 25, 2026)
- 4Colorado Secretary of State · Business Organizations Fee Schedule (accessed October 25, 2026)
- 5Colorado Secretary of State · Business FAQs: Periodic reports (accessed October 25, 2026)
- 6Colorado Secretary of State · Business FAQs: Email and text notification (accessed October 25, 2026)
- 7Colorado Secretary of State · Business FAQs: Registered agent (accessed October 25, 2026)
- 8Colorado Secretary of State · Business FAQs: Electronic filing (accessed October 25, 2026)
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