How to Reinstate an LLC in Colorado: You Are Probably Not Dissolved, and That Changes the Filing

Updated August 24, 2026. Quick answer: If you are looking for how to reinstate a Colorado LLC, the most useful thing this page can tell you is that you are probably not dissolved and do not need reinstatement. Colorado’s answer to a missed periodic report is to mark the company delinquent, and a delinquent Colorado entity keeps existing. The state never dissolves it for you; dissolution requires three years or more of uncured delinquency and a manager affirmatively choosing to file for it. The fix for almost everyone is a Statement Curing Delinquency, which has no deadline. Reinstatement, for the minority who really were dissolved, has no deadline either; it just asks for more identity paperwork the longer you wait.

Delinquency is a status, not an ending

Colorado’s sequence starts with a determination and a sixty-day cure:

“If the secretary of state determines that one or more grounds exist under section 7-90-901 for declaring an entity delinquent and the entity does not correct each ground for declaring it delinquent or demonstrate to the reasonable satisfaction of the secretary of state that such ground does not exist within sixty days after the secretary of state makes such determination, the entity becomes delinquent following the expiration of such sixty days.”

C.R.S. § 7-90-902(1)(a)

What follows is where Colorado parts company with Washington and Arizona. In those states the register itself dissolves you. Colorado does not: C.R.S. § 7-90-903(4), read this session, provides that a domestic entity’s existence continues notwithstanding its delinquency. The company is still there. It is simply flagged.

Dissolution needs three years and somebody’s decision

“A delinquent domestic entity may be dissolved at any time and by any manner as may be provided or permitted by its constituent documents and organic statutes and, if it has failed to cure its delinquency for three years or more, the delinquent domestic entity may be dissolved pursuant to section 7-90-908 .”

C.R.S. § 7-90-903(5)

And section 7-90-908 puts the decision in a person’s hands, not the state’s:

“If a delinquent domestic entity has failed to cure its delinquency for three years or more, any manager of the domestic entity may cause it to dissolve by delivering to the secretary of state, for filing pursuant to part 3 of this article, a statement of dissolution of delinquent entity stating:”

C.R.S. § 7-90-908(1)

May cause it to dissolve. The Secretary of State does not do this on a schedule. Somebody inside the company has to choose to file the statement, after three or more years, having given the owners notice. Most delinquent Colorado LLCs therefore never get dissolved at all, and never need Part 10’s reinstatement machinery.

That is why a page or a service that walks a Colorado reader straight to “reinstatement” is very likely solving the wrong problem, and charging for it.

The filing you almost certainly need: a Statement Curing Delinquency

“An entity that has been delinquent for fewer than five years may cure its delinquency by delivering to the secretary of state, for filing pursuant to part 3 of this article 90, a statement curing delinquency that is signed by an individual under penalty of perjury and that states:”

C.R.S. § 7-90-904(1)(a)

A signed statement giving the entity’s principal office address and its registered agent, under penalty of perjury. That is the whole of it under five years. Past five years the statute does not close the door; it adds an affidavit of authority and a copy of a government-issued photo ID. There is no cut-off in either branch.

Colorado is also unusual in what happens if your name is no longer distinguishable when you cure: rather than blocking you or handing the name to the newcomer, the statute appends to your name: the old name plus the words “delinquency cured” and the effective date. The reinstatement branch does the same thing with the word “reinstated.” It is a genuinely different design from Arizona’s release-the-name rule, and it means a lapse in Colorado does not lose you the name outright.

If you really were dissolved: also no deadline, just more paperwork

Part 10 handles entities that have actually been dissolved. Under two years, articles of reinstatement suffice. At two years or more, or where the record does not even show when you were dissolved, the requirement steps up:

“To reinstate under this part 10 an entity that has been dissolved for two years or longer or for which the period of dissolution is not known based on the records of the secretary of state, an individual named in the articles of restatement shall deliver to the secretary of state for filing pursuant to part 3 of this article 90 the following documents:”

C.R.S. § 7-90-1003(1.5)

What follows in the statute is the same affidavit-of-authority and photo-ID requirement the cure branch uses. Again, no outer deadline. Colorado has effectively traded a deadline for identity verification: the longer you leave it, the more you have to prove you are who you say you are, but the door does not shut.

And the effect is complete:

“upon reinstatement, the existence of the entity shall be deemed for all purposes to have continued without interruption; the entity resumes carrying on its business or conducting its activities as if dissolution had never occurred;”

C.R.S. § 7-90-1005(1)

The subsection after it preserves the rights of anyone who relied on the dissolution before they had notice of the reinstatement.

Which one are you?

Check the record before you file anything. The two filings are different documents at different prices, and being delinquent is by far the more common of the two.

What this page does not do

• This page does not give you the filing fee for either document, and that is a real hole. The Colorado Secretary of State’s fee-schedule and FAQ pages render their tables through JavaScript and returned only navigation text on retrieval this session, so no fee was read at source. C.R.S. § 7-90-901 makes unpaid fees a ground for delinquency but sets no amount. Get the figure from the Secretary of State before you file rather than from any page that guesses it.
• Statutory text is from a mirror, cross-checked against the official code. Justia returned 403 and onecle 404 for these sections, so the quotes were read from codes.findlaw.com and then verified word-for-word against the Office of Legislative Legal Services’ official 2026 Colorado Revised Statutes text linked from leg.colorado.gov. The two agree on every quoted passage; findlaw’s copy carries an unrelated transcription error elsewhere in § 7-90-1003, which is why the quotes here are clipped short of it.
• Parts 9 and 10 were read; the rest of Article 90 was not. §§ 7-90-901 through 7-90-910 and §§ 7-90-1001 through 7-90-1005 were read in full before concluding that neither track carries a deadline. Article 90’s general definitions were checked only for the entries confirming that LLCs are covered.
• It is not legal advice.

Related: what a Colorado LLC costs to keep and annual report requirements by state. The other states where the state never dissolves you for paperwork: Michigan and New York. For the opposite design, see Virginia and Arizona.

Sources

Every statement of law on this page is quoted from the text below, as read on August 24, 2026. Each row links the document it was read from.

General consumer information, not financial, tax or legal advice. State rules are as published by the cited source on 2026-08-24 and change; your own facts govern, and a reinstatement question with money on it is one to put to a lawyer or accountant in that state.