A Denver business attorney at The McGuire Law Firm can assist you with all types of business issues including the formation of the business. When forming a corporation, Articles of Incorporation must be filed with the Secretary of State. The article below, drafted by a Denver business attorney, discusses filing Articles of Incorporation with the Colorado Secretary of State.
Articles of Incorporation (or Articles of Amendment if/as amended), commonly referred to as “Articles” must be filed with the Secretary of State and accepted by the Secretary of State to effectuate the organization as a de jure (matter of law) corporation. When the Articles are filed, a corporation exists. Under Colorado law, no certificate of incorporation is required. Moreover, an initial capitalization requirement of the corporation is not required under Colorado law as a condition precedent to incorporation status.
Under the Colorado Business Corporation Act, Section 7-102-105 requires an organizational meeting of the incorporators to elect directors and adopt corporate bylaws, if initial directors are not stated in the Articles. Furthermore, the elected board of directors or as named in the Articles are to hold an organizational meeting to adopt bylaws, elect officers and transact other business. Although, these meetings are required under the Act, the acceptance of the Articles once filed with the Secretary of State allows the corporation to exist and thus the corporation has begun.
The Articles can have an effective delay date of up to 90 days after the Articles are filed under Section 7-90-304(2) of the Colorado Business Corporation Act. This effective delay date can also be revoked if the proper corporate action is taken and presented to the Secretary of State. Further, upon filing the Articles, and fee must be paid to the Secretary of State, and the fee is generally less if the Articles are filed electronically. Failure to properly the Articles creates a defective incorporation, which may lead to the loss of limited liability generally afforded a corporation.
Mandatory inclusions within the Articles under Section 7-102-102 of the act would be:
– Name and address of the incorporator. The incorporator may be an individual 18 years of age or older or another entity.
– Domestic entity name
– Street address of the initial registered office, and name and address of the initial registered agent
– The aggregate number of shares which the corporation has the authority to issue. Under Section 7-106-101 of the Act, the Articles must describe the classes of shares and the number of shares of each class the corporation is authorized to issue
– The address of the corporation’s initial principal office
– The name and address of the person who files the Articles
– Statement on cumulative voting
Questions regarding the filing of Articles can be addressed by your business attorney and should be discussed and considered prior to filing the articles.
A Denver business attorney can be reached at The McGuire Law Firm, and you can schedule a free consultation!