Voluntary and Involuntary Dissolution
A limited liability company (LLC) can be dissolved voluntarily or involuntarily. Since 2005, Colorado has prohibited the involuntary dissolution of LLCs.
Delinquent Status and Reinstatement
What does delinquent status mean for an LLC? If an LLC fails to file periodic reports or appoint a registered agent, it gets delinquent status in Colorado. The LLC can’t do business. To cure delinquency, submit a Statement with the Secretary of State within 400 days. After 400 days, the LLC name becomes available to others. To revive a delinquent Colorado LLC, file the Statement Curing Delinquency and correct the problems.
If your LLC is "Delinquent," you cannot do business in Colorado. You have 400 days to cure your LLC’s “Delinquent” status by submitting a Statement Curing Delinquency with the Secretary of State, or your LLC name becomes available to others.
If an LLC continues delinquent, it risks administrative dissolution. A party can still sue a delinquent LLC.
Steps to Dissolve a Colorado LLC
To dissolve a Colorado LLC:
- Check the operating agreement for dissolution guidelines.
- The LLC must pay fees and penalties until dissolved.
- Members meet and vote to dissolve, recording minutes.
The current fee to file a Certificate of Dissolution and Statement of Withdrawal is $25. The process usually takes 5-7 business days. If an LLC isn’t formally dissolved, members remain financially responsible. An LLC can dissolve with outstanding debts.