Colorado Business Entity Filing Law Changes

During the 2026 legislative session, the General Assembly passed HB26-1088, making several changes to how business entity filings with the Colorado Secretary of State may be voided or determined to be fraudulent. This article discusses the changes and what businesses should do next, if anything, to comply with the new laws.

HB26-1088: Business Entity Filings with the Secretary of State

Under existing law, corporations, partnerships, limited liability companies, and other types of business entities must file forms and pay fees to the Colorado Secretary of State (SOS) to create and operate an entity, and/or to conduct business in Colorado. Under HB26-1088, if an electronic payment for the entity filing fee is reversed or is not completed, the new law authorizes the SOS to mark an entity filing as “void” or remove it from the state filing system.

Under existing law, there is also a procedure for filing a complaint where a business entity has been used for fraudulent activity. Within that context, HB26-1088 is aimed at curbing the problem of filers listing a fraudulent entity as a business’s registered agent on required filings. The new law prohibits filers from using a fraudulent entity as a registered agent in a business entity filing and changes the complaint and investigation processes related to fraudulent listings. Among those changes, the SOS may now mark a public business record with a notice that a complaint has been received about the business, the business is under investigation, or that the record is fraudulent. The state may also cancel entity filings that are proven to be fraudulent and impose significant monetary fines and penalties on the filer under the Colorado Consumer Protection Act. HB26-1088 authorizes a person that is injured by such a violation to bring a judicial action in the District Court for the City and County of Denver to dissolve the entity. A person aggrieved by any of these actions may request the SOS to reverse the actions taken. If the SOS denies the request, the aggrieved person may seek judicial review.

HB26-1088 takes effect on August 12, 2026* and is codified at Colo. Rev. Stat. §§ 7-90-303, 7-90-314, 7-56-715, 7-80-811, 7-90-402, 7-114-302, and 7-134-302.

What next?

Given the new law, it is important to confirm that filing fees are paid and not reversed. Failure to do so may result in important business filings being voided. It is also critical to confirm that a legitimate registered agent is listed on all business filings and to confirm that the registered agent is in good standing with the SOS.

Our Team

BHGR’s Corporate Group provides a wide range of general corporate services, including assistance with choice of entity, business formation, corporate governance, strategic planning and alliances, reorganization and restructuring, commercial arrangements, and securities law matters. If you want to know more about HB-1088 and how it may affect your business, contact us today.

*All bills discussed in this article that are effective on August 12, 2026 are, in fact, effective on that date unless a referendum petition related to the new law is timely filed and voted on in the November 2026 general election. Should that happen, the new law will take effect on the date of the official declaration of the vote thereon by the governor.