Colorado Articles of Dissolution

Introduction

Key Things to Know

1. 1

   Colorado Articles of Dissolution, Secretary of State form DISS_PC, are what a domestic for-profit corporation files to dissolve under Colorado Revised Statutes Section 7-114-103. Colorado uses the same name as the slug, so there is no renaming to decode here. A Colorado LLC files a Statement of Dissolution instead, and a nonprofit corporation has its own version.

2. 2

   No tax clearance certificate, Department of Revenue consent or certificate of good standing is required. Searching all 27,000 characters of Article 114 and all 250,000 characters of Article 90 for clearance returned nothing, and the Department of Revenue's own closure form issues the filer no paper for the Secretary of State. It instead points back to the Secretary of State's dissolution page.

3. 3

   The filing is online only. The Secretary of State's answer is that a dissolution must be filed electronically through its website, the forms list marks the paper form Not available, and the fee schedule shows the online fee as $10.00 and the paper fee as not applicable. The published PDF is a watermarked sample, not something you can submit.

4. 4

   Notice to creditors is elective in Colorado, not mandatory. Section 7-114-105(3) says a dissolved corporation may dispose of claims under Sections 7-90-911 and 7-90-912. Both are permissive, and the three corporation-specific claims sections that once sat in Article 114 were repealed outright in 2006.

5. 5

   Taking the direct-notice route under Section 7-90-911 means the deadline stated in your notice cannot be less than two years after delivery. Publishing instead under Section 7-90-912 means one insertion in a newspaper of general circulation in the county of the principal office, and claims run for five years after publication or four months after the claim arises, whichever is later.

6. 6

   Approval depends on whether shares went out. Before issuance a majority of directors, or a majority of incorporators if no directors were elected, can authorize it alone (Section 7-114-101). After issuance the board adopts and recommends the proposal and each voting group approves it by a majority of all the votes entitled to be cast, not a majority of a quorum (Section 7-114-102).

7. 7

   Dissolving does not end exposure. Section 7-114-105(1) keeps the corporation in existence to collect assets, discharge liabilities and distribute what is left, and Section 7-90-913 lets a claim reach shareholders personally, capped at the value of assets each one received in liquidation, with a right of contribution from the others.

Colorado Requirements for Articles of Dissolution

• No Department of Revenue Clearance or Consent

  Colorado requires no tax clearance certificate, no Department of Revenue consent and no certificate of good standing before the Secretary of State will accept the filing. Scanning Article 114 and Article 90 of Title 7 for clearance returned zero hits, the form and its instructions name no prerequisite document, and Form DR 1108 issues the filer nothing to attach.

• Separate Department of Revenue Account Closure

  Because the agencies do not talk to each other, the dissolution filing closes nothing at Revenue. The Secretary of State warns that its database does not communicate with any other state, city or county agency, and Form DR 1108 is the Department of Revenue path for closing the remaining state tax accounts, with Revenue Online as the faster alternative.

• Form DISS_PC, Three Required Facts

  Section 7-114-103(1) requires only the corporation name, the principal office address and a statement that the corporation is dissolved. Subsections (1)(d) through (1)(f) were deleted by amendment effective July 1, 2004. The Secretary of State form code is DISS_PC, revised February 18, 2025, and the principal office street address must be a physical address.

• Ten Dollar Online Fee, No Paper Route

  The Secretary of State fee schedule lists Dissolve a Profit Corporation at $10.00 online with the paper fee shown as not applicable, stamped Revised July 1, 2024. The figure is administrative rather than statutory: Section 7-90-102(20.6) ties it to Section 24-21-104, which directs the department to adjust fees so revenue approximates cost. Expedited service is paper only at $150.00.

• Electronic Filing Through the Business Database

  A dissolution must be filed electronically through the Secretary of State website. The forms list marks the paper form Not available and the published PDF is a watermarked sample. The filer searches the business database for the record, opens its Summary page, selects File a form, then Dissolve or Withdrawal, and pays. Online filings are processed in real time.

• Majority of All Votes Entitled to Be Cast

  Before shares are issued, a majority of directors or of incorporators may authorize dissolution alone (Section 7-114-101). After issuance the board adopts and recommends the proposal and each voting group approves by a majority of all the votes entitled to be cast, not a majority of a quorum (Section 7-114-102(5)). The board may condition effectiveness on any basis.

• Elective Creditor Notice: Two Years or Five Years

  Sections 7-114-106, 7-114-107 and 7-114-108 were repealed effective July 1, 2006, leaving the permissive cross-reference in Section 7-114-105(3). Direct notice under Section 7-90-911 must state a deadline no sooner than two years after delivery. Publication under Section 7-90-912 runs once in the county newspaper and bars claims not sued on within five years, or four months after the claim arises, whichever is later.

• Name Stamped Dissolved, and No Revocation Filing

  On the effective date Section 7-90-601.5(1) restates the record name to carry the word dissolved plus the month, day and year, and the Secretary of State says the original name becomes immediately available to another entity. Section 7-114-104 was repealed in 2004, so nothing revokes the dissolution. Reinstatement under Part 10 of Article 90 costs $100.00 and gets harder after two years.