KLS Keeping Law Simple Legislation in plain English

Straight-ahead summaries built from the official bill text. We keep the source links front and center and leave the decision up to you.

Back to Colorado

HB26-1088 • 2026

Business Entity Filing Secretary of State

The act authorizes the secretary of state (secretary) to: Mark as void or remove from the system an entity filing and adjust the entity's status if an electronic payment for the entity filing fee is r

Technology
Enacted

This bill passed the Legislature and reached final enactment based on the latest official action.

Sponsor
Rep. C. Clifford, Rep. R. Taggart, Sen. L. Cutter, Sen. C. Kolker, Rep. M. Duran, Rep. A. Flanell, Rep. R. Keltie, Rep. T. Mauro, Rep. M. Rutinel, Rep. B. Titone, Sen. J. Coleman, Sen. I. Jodeh, Sen. J. Marchman, Sen. M. Weissman
Last action
2026-05-29
Official status
Governor Signed
Effective date
Not listed

Plain English Breakdown

The effective date is not listed in the provided official material, only that it was signed by the Governor.

Business Entity Filing and Fraud Prevention Act

This law gives the Secretary of State new tools to handle business filings with payment problems or fraud, including marking records as void, updating complaint notices, and stopping fraudulent entities from acting as registered agents.

What This Bill Does

  • Allows the secretary to mark a filing as void if an electronic fee payment is reversed or not finished.
  • Lets the attorney general send written notice about complaints to other contact points for a business if the registered agent's address matches the complainant's address.
  • Removes the rule that required sending a second 21-day notice before treating a complaint as accepted by silence.
  • Gives people harmed by fraudulent filings the right to sue in Denver court to dissolve those entities.
  • Lets the secretary mark records as unauthorized, hide fake names or addresses, and stop filing functions if fraud is suspected based on responses to questions.

Who It Names or Affects

  • The Secretary of State
  • Businesses that file documents with the state
  • Registered agents for business entities
  • People who are harmed by fraudulent business filings

Terms To Know

Entity filing
A document submitted to create or update a business record with the state.
Registered agent
The person or company listed as the official contact for receiving legal papers for a business.
Conceded complaint
A situation where a business is treated as admitting to a problem because it did not reply to an investigation notice.

Limits and Unknowns

  • The law does not state the specific date when these rules will officially begin.
  • Funding of $193,954 is provided for implementation, but no details are given on how long this money must last or if more is needed later.

Amendments

These notes stay tied to the official amendment files and metadata from the legislature.

J.001

HOU Appropriations

Passed [*]

Plain English: This amendment provides $193,954 in funding for the Department of State to hire staff and cover costs needed to implement changes allowing electronic payment issues to be fixed.

  • It sets aside a total of $193,954 from the department's cash fund for the 2026-27 fiscal year.
  • $37,860 is allocated to hire part-time staff (0.8 FTE) and pay operating costs for the business and licensing division.
  • $147,686 is allocated to hire part-time IT staff (0.3 FTE) and cover technology operating expenses.
  • The amendment text does not explain exactly how many full jobs these partial positions represent or the specific tasks the new workers will perform.
  • It is unclear if this funding covers all costs needed to fully implement the bill's changes regarding electronic payments.
L.001

HOU State, Civic, Military, & Veterans Affairs

Passed [*]

Plain English: This amendment changes how the Secretary of State handles business filings with failed payments and adds new rules for investigating complaints about fraudulent agents or misleading documents.

  • Updates the rule so that if an electronic payment fails, the filing is marked as void and the entity's status is adjusted instead of just being prevented from becoming effective.
  • Requires the Secretary of State to send specific complaints to the Attorney General for investigation under consumer protection laws.
  • Allows the Secretary of State to place a public notice on business records if they receive a complaint that an unauthorized person made the filing.
  • Gives the Secretary of State power to take action against businesses using fraudulent registered agents or submitting documents that falsely reference the state's name or address.
  • The amendment text uses specific legal section numbers (like subsection 4(g)(V)) without explaining exactly what actions are listed in those sections, so some details about penalties remain unclear.
  • Some parts of the original bill were removed by this amendment, but the full context of those deleted lines is not provided here.
L.002

SEN State, Veterans, & Military Affairs

Passed [*]

Plain English: This amendment fixes a punctuation error and changes the rules so that the Secretary of State must send certain cases to another group but only has the option, not the requirement, to mark business entities as void.

  • Corrects a typo by changing 'means, shall:' to 'means: shall:' on page 3.
  • Updates language so that referring specific matters becomes mandatory ('SHALL refer') instead of optional.
  • Changes the rule for marking business entities from something that must happen to something that may or may not happen.
  • The amendment text is incomplete and cuts off mid-sentence, so it does not explain exactly which types of payments trigger these changes.
  • Because the full context of 'marking business entities' is missing from the provided snippet, we cannot describe all the specific situations where this new option applies.
L.003

SEN State, Veterans, & Military Affairs

Passed [*]

Plain English: This amendment gives the Secretary of State new powers to mark business records as fraudulent, remove bad information, and stop further filings if they have a reasonable reason to believe the filing is fake.

  • The Secretary of State can label a record as unauthorized or fraudulent and make the entity delinquent if an investigation shows it might be fake.
  • Officials are allowed to remove (redact) incorrect names or addresses from the business records in their system.
  • The state can disable features that allow the business to submit more filings until the issue is fixed.
  • Business owners who disagree with these actions can ask for a review and, if denied, take the case to court.
  • The amendment does not explain exactly how the Secretary of State will decide what counts as 'reasonable basis' beyond listing examples like matching names or addresses.
  • It is unclear which specific actions from Section 7-90-314(4)(g)(VIII) are being referenced without reading that separate law.

Bill History

  1. 2026-05-29 Governor

    Governor Signed

  2. 2026-05-28 Governor

    Sent to the Governor

  3. 2026-05-28 Senate

    Signed by the President of the Senate

  4. 2026-05-28 House

    Signed by the Speaker of the House

  5. 2026-05-04 House

    House Considered Senate Amendments - Result was to Concur - Repass

  6. 2026-04-28 House

    House Considered Senate Amendments - Result was to Laid Over Daily

  7. 2026-04-27 Senate

    Senate Third Reading Passed - No Amendments

  8. 2026-04-24 Senate

    Senate Second Reading Special Order - Passed with Amendments - Committee

  9. 2026-04-24 Senate

    Senate Committee on Appropriations Refer Unamended to Senate Committee of the Whole

  10. 2026-04-02 Senate

    Senate Committee on State, Veterans, & Military Affairs Refer Amended to Appropriations

  11. 2026-03-12 Senate

    Introduced In Senate - Assigned to State, Veterans, & Military Affairs

  12. 2026-03-09 House

    House Third Reading Passed - No Amendments

  13. 2026-03-06 House

    House Second Reading Special Order - Passed with Amendments - Committee

  14. 2026-03-06 House

    House Committee on Appropriations Refer Amended to House Committee of the Whole

  15. 2026-02-23 House

    House Committee on State, Civic, Military, & Veterans Affairs Refer Amended to Appropriations

  16. 2026-02-02 House

    Introduced In House - Assigned to State, Civic, Military, & Veterans Affairs

Official Summary Text

The act authorizes the secretary of state (secretary) to:
Mark as void or remove from the system an entity filing and adjust the entity's status if an electronic payment for the entity filing fee is reversed or is not completed; and
Mark a business record with a notice that an entity has received a complaint or is under investigation without referring a complaint about the entity to the attorney general if the secretary receives a notice from the attorney general that the entity being listed as the registered agent was created or registered without authorization or for fraudulent purposes.
The act prohibits using a fraudulent entity as a registered agent in a business entity filing.
Colorado law provides an administrative process for determining if an entity filing is made fraudulently or otherwise violates the law when a complaint is made (violation). When a complaint is filed, the secretary may note on the entity's records a notice of the complaint and investigation. If such a determination is made, the entity filings may be canceled and the filers penalized. The procedures require the attorney general to notify the entity's registered agent. If the entity does not reply, the complaint is deemed to be conceded. The act:
Authorizes the attorney general to provide written notice to any other point of contact that the attorney general determines through investigation to be a means to reach the entity, if the address of the registered agent is the same as the address of the complainant;
Repeals a requirement that a second 21-day notice be mailed before the complaint is deemed to be conceded;
Authorizes a person that is injured by a violation to bring an action to dissolve the entity; and
Authorizes the secretary to take certain actions against another entity that also uses the same fraudulent or unauthorized entity as its registered agent.
Under current law, actions to dissolve an entity must be brought in the district court for the county where the entity's principal office is located; if the entity has no principal office in this state, where the registered agent is located; or, if the entity has no registered agent, in Denver. The act authorizes the action to be brought in Denver when the dissolution is based on a fraudulent filing.
The act also sets up a procedure through which, if the secretary has a reasonable basis to believe that a record is fraudulent or unauthorized based on the response or failure to respond to an interrogatory, the secretary may:
Mark the record with a notice that the record is unauthorized or fraudulent and declare the entity delinquent;
Redact the unauthorized address or name from the record and from any other relevant records;
Disable filing functionality on the entity's records; and
Proceed with administrative procedures.
A person aggrieved by any of these actions may request the secretary to reverse the actions taken. If the secretary denies the request, the aggrieved person may seek judicial review in Denver.
To implement the act, $193,954 is appropriated from the department of state cash fund to the department of state.
(Note: This summary applies to this bill as enacted.)