Colorado’s new registered agent requirements takes effect July 1, 2025: What your business needs to know

If your business operates in Colorado, significant changes to the State’s registered agent requirements are now in effect that could impact your company’s compliance status. Colorado House Bill 24-1137, which became law in 2024, introduced new verification requirements designed to combat fraudulent business filings and enhance protections for legitimate businesses.

Quick Background – What Is HB24-1137 and Why Was It Passed?

House Bill 24-1137 implements recommendations from Colorado’s Fraudulent Business Filings Working Group and addresses a growing concern about unauthorized and fraudulent business entity formations in Colorado. HB24-1137 specifically targets the problem of entities being created without proper authorization, or for fraudulent purposes by tightening registered agent requirements.

What is a Colorado Registered Agent? A registered agent is a person or business entity that serves as the official point of contact between a business and the state of Colorado. Think of a registered agent as a business’s “official mailbox”, open during business hours to receive important legal documents on behalf of the business, including: lawsuits, subpoenas, government notices and correspondence, tax documents and official communications from the Secretary of State, among other items. Every business entity formed in Colorado (LLCs, corporations, etc.) must have a registered agent, continuously maintained while the business exists.

Key Changes to Registered Agent Requirements in Colorado

For Individual Registered Agents

New Residency Verification Requirements: Starting July 1, 2025, individuals serving as registered agents for Colorado business entities must prove their Colorado residency through one of two methods:

1. Primary Option: Posses a valid Colorado driver’s license or state-issued identification card
   • Filers must enter the registered agent’s name and driver’s license or state issued identification  number exactly as it appears on the driver’s license/ID.
2. Alternative Verification: Complete the Secretary of State’s alternative address verification process:
   • Request an agent passcode by providing the registered agent’s name and physical street address
   • The passcode is mailed to the registered agent’s address
   • Filers must return to the Secretary of State’s online filing website to complete the filing process with the received passcode
   • Passcodes expire 45 days after being requested
   • Important: This option will delay your filing process – expect processing delays of up to 45 days.

Additional Requirements for Individuals:

• Must be 18 years of age or older
• Must have either their primary residence in Colorado OR a usual place of business in Colorado
• Cannot use P.O. boxes or commercial mail services as their address

Additional Requirements for Entity Registered Agents:

New “Good Standing” Requirements: Entities serving as registered agents must now:

• Be registered with the Colorado Secretary of State
• Maintain “good standing” status in state records
• Have a usual place of business in Colorado
  • A physical location in Colorado that is customarily open during normal business hours and where the registered agent can physically accept service of process and other legal documents. A usual place of business cannot be a P.O. box.

Enhanced Penalties and Enforcement

The legislation significantly strengthens enforcement mechanisms:

Immediate Delinquency: Entities found to be created without authorization or for fraudulent purposes become delinquent immediately upon determination, without the typical 60-day cure period.

• Strengthened Verification – Penalty of Perjury: Importantly, the law requires individuals filing documents to affirm under penalty of perjury that they have authority to act on behalf of the entity and that the information provided is accurate.

What Companies in Colorado Need to Do Now

Step 1: Verify Your Current Registered Agent Status

• Check if your registered agent is an individual or entity
• Confirm your registered agent meets the new requirements
• Use the Colorado Secretary of State’s business entity search to verify good standing status

Step 2: For Individual Registered Agents

• Ensure they have a current Colorado driver’s license or state issued ID
• Verify their address is a physical Colorado location (not a P.O. box)
• Confirm they can accept legal documents during normal business hours

Step 3: For Entity Registered Agents

• Verify the entity is in good standing with Colorado
• Confirm they have a usual place of business in Colorado
• Ensure they meet the new eligibility requirements

Step 4: Update if Necessary

If your current registered agent doesn’t meet the new requirements:

• Identify a compliant replacement registered agent
• File the necessary change documents with the Secretary of State
• Ensure all new filings include proper verification information

Other Risks of Failing to Maintain a Registered Agent

• Litigation Risks – If your entity is sued and there is no registered agent to receive the summons, the plaintiff can serve your entity in another way – one that may not result in your entity responding to the summons in time. The plaintiff can then proceed with the lawsuit without your entity. At that point, a default judgment can be entered against your entity even if the lawsuit was frivolous and you could easily have won the case. By the time the judgment is enforced against your entity’s assets, it may be too late to undo the damage.

Key Takeaways:

While the new requirements may seem burdensome, they are  designed to protect the integrity of Colorado’s business environment.

Key Action Items:

• Verify your current registered agent meets new requirements
• Update any non-compliant arrangements before filing new documents
• Prepare for potential delays if using alternative verification
• Maintain current documentation to ensure ongoing compliance

Important Deadlines:

• All requirements are effective as of July 1, 2025
• No grandfather period for existing arrangements
• Immediate compliance required for all new filings

For the most current information and detailed guidance, visit the Colorado Secretary of State‘s website.

This publication is intended for general informational purposes only and does not constitute legal advice or a solicitation to provide legal services. The information in this publication is not intended to create, and receipt of it does not constitute, a lawyer-client relationship. Readers should not act upon this information without seeking professional legal counsel. The views and opinions expressed herein represent those of the individual author only and are not necessarily the views of Clark Hill PLC. Although we attempt to ensure that postings on our website are complete, accurate, and up to date, we assume no responsibility for their completeness, accuracy, or timeliness.