The LLF Business Portal

A sole proprietorship costs nothing and protects nothing — every business debt is your personal debt. The Colorado LLC (C.R.S. § 7-80-101 et seq.) fixes that for a modest Secretary of State filing fee and one annual report. The "S-corp question" confuses more founders than any other: an S-corp is a tax election, not an entity. You form an LLC, then — if and when self-employment-tax savings beat the cost of payroll — elect S-corp treatment on IRS Form 2553 (or change classification on Form 8832). Entity first, tax election second.

Where LLF comes in: One flat-fee session: entity choice mapped to your revenue, risk, and exit plans — and the filings done right the first time.

Colorado formation is online-only and fast: Articles of Organization under C.R.S. §§ 7-80-203–204, with a registered agent continuously maintained under C.R.S. § 7-90-701. The traps are the boxes people click through: member-managed vs. manager-managed (it changes who can bind the company), using a home address that becomes permanently public, one spouse as sole member when both work the business — or worse, 50/50 with no deadlock plan. MyBizColorado wires up your tax accounts in the same sitting.

Where LLF comes in: We form it, paper it, and hand you a clean minute book — or audit the LLC you already formed before a problem finds the gap.

Skip the operating agreement and Colorado's default rules fill the silence — rarely the way you'd have chosen. C.R.S. § 7-80-108 makes your agreement king over almost every default. Multi-member companies need capital, votes, distributions, transfer restrictions, and a divorce-and-death clause in writing before the first dollar moves. Single-member companies need one too: it's Exhibit A that the company is separate from you when a creditor argues alter ego against § 7-80-705's shield — and it's the first document a bank or buyer asks for.

Where LLF comes in: Flat-fee operating agreements drafted for your actual deal — including the buyout, deadlock, divorce, and death clauses the templates skip.

The annual periodic report (C.R.S. § 7-90-501) takes three minutes online and costs less than lunch. Ignore it and the company goes noncompliant, then delinquent under C.R.S. § 7-90-902 et seq. — killing good-standing certificates, spooking lenders, and inviting the argument that you kept doing business personally. Related: those official-looking "Certificate of Good Standing — $89" mailers are private solicitations, not the state. File at the SOS site, never from a letter.

Where LLF comes in: We calendar it with your other compliance dates and cure delinquent entities — before a closing or a lawsuit makes it urgent.

"Longmont Peak Painting" on the truck but "LP Holdings LLC" on the Articles? Colorado requires a Statement of Trade Name (C.R.S. § 7-71-101) before transacting business under the assumed name. Know what it isn't: a trade name registration doesn't stop a competitor from using something confusingly similar. That protection comes from a Colorado trademark registration (C.R.S. § 7-70-102) or a federal USPTO mark — and from using the mark first and consistently.

Where LLF comes in: We clear the name before you print it on a fleet wrap — entity, trade name, domain, and trademark, checked in one pass.

The EIN is free, instant, and only real at irs.gov — never pay a "filing service" for it. Selling taxable goods? You need a sales tax license under C.R.S. § 39-26-103, and since Colorado is a home-rule state, Longmont, Boulder, and most Front Range cities license and tax separately — the state's SUTS portal handles many, not all. Hiring? Add wage withholding (C.R.S. § 39-22-604), unemployment insurance premiums (C.R.S. § 8-76-102), and a FAMLI account before the first payroll, not after.

Where LLF comes in: One checklist, every account opened in the right order — so your first sale and first hire are both legal on day one.

Calling someone a contractor doesn't make them one — not to the CDLE, not to the Division of Workers' Compensation, not to the IRS. Colorado's twin statutes — C.R.S. § 8-70-115(1)(b) (unemployment) and C.R.S. § 8-40-202(2)(a) (workers' comp) — both demand the same two things: the worker is free from your control and direction, and is customarily engaged in an independent trade, occupation, or business related to the work. Fail either prong and they're your employee, whatever the invoice says. The IRS runs its common-law control test on top. One worker can be a contractor for the IRS and an employee for Colorado — plan for the stricter test.

Where LLF comes in: We test the real working relationship against both Colorado prongs and the IRS factors — before an audit or an injury does it for you.

Colorado gives businesses a gift most never unwrap: put the statutory independence factors in a signed written agreement and you earn a rebuttable presumption that the worker is a contractor. The factors live in C.R.S. § 8-40-202(2)(b)(II) — no training, no set hours, paid by the job, works for others, uses their own tools, can't be fired for refusing other work, and so on — and the unemployment side honors a parallel writing under § 8-70-115(1)(c), including its typography rules for the required disclosures. A downloaded template with none of this isn't just weak — it's evidence of control. And the paper only wins if the practice matches it.

Where LLF comes in: Flat-fee contractor agreements built on the statutory factors — plus a practices audit so the paper and the reality tell the same story.

When a "contractor" files for unemployment or gets hurt, the state doesn't sue — it audits, and every similarly-situated worker comes into scope. Colorado's tab: back UI premiums plus interest, and under C.R.S. § 8-70-114(2), willful misclassification draws fines of up to $5,000 per employee — $25,000 per employee the second time, plus a bar from state contracts. Add uninsured workers' comp exposure (C.R.S. § 8-43-408 raises benefits against uninsured employers), Wage Act claims with penalties and fees, and the IRS trust-fund recovery penalty — personal, not corporate. Misclassification is the cheapest problem you'll ever fix early and the most expensive one you'll fix late.

Where LLF comes in: Quiet internal audit now, clean-up plan, compliant agreements — instead of an examiner's spreadsheet later.

The routine that prevents every 1099 headache: W-9 first, payment second. No TIN on file means backup withholding is on you. File Form 1099-NEC by January 31 for services from unincorporated vendors; attorneys get one regardless of entity. The number that just changed: the reporting threshold — $600 for payments made through 2025 — is $2,000 for payments made in calendar 2026, indexed for inflation after, courtesy of the 2025 One Big Beautiful Bill Act. Below-threshold income is still taxable to the recipient; the form is about your filing duty, not their tax bill.

Where LLF comes in: We build the W-9-first intake into your contractor onboarding so January is a mail-merge, not a scramble.

The Colorado Wage Act (C.R.S. § 8-4-101 et seq.) is where small employers get hurt on principle: fire an employee and earned wages are due immediately (§ 8-4-109(1)); on a quit, next regular payday. Blow past a written demand and § 8-4-109(3) stacks automatic penalties — up to two or three times the wages for willful nonpayment — plus their attorney fees. "Use it or lose it" vacation is void in Colorado: accrued vacation is wages (Nieto v. Clark's Market, 2021). Overtime, breaks, and the minimum wage live in the annually revised COMPS Order, 7 CCR 1103-1 — and Denver, Boulder, and Edgewater float their own minimums above the state's.

Where LLF comes in: Payroll-practice review against the current COMPS Order — and same-week response when a wage demand letter lands.

Two programs, both mandatory, no small-business exemption. HFWA (C.R.S. § 8-13.3-401 et seq.): every employee accrues 1 hour of paid sick leave per 30 hours worked, capped at 48 hours/year, usable for illness, family care, domestic-violence needs, and bereavement — front-load it or track it, but never retaliate against its use. FAMLI (C.R.S. § 8-13.3-501 et seq.): premiums split with workers (employers under 10 skip the employer share), quarterly wage reports to the Division, and up to 12 weeks of state-paid, job-protected leave — 16 for pregnancy complications. The trap is the interaction: FAMLI leave, HFWA time, and FMLA can run concurrently, but only if your policy says so before the leave starts.

Where LLF comes in: A one-page leave policy that makes HFWA, FAMLI, and your PTO plan run concurrently — instead of stacking into a quarter-year absence.

One part-timer on payroll means coverage today under C.R.S. § 8-44-101 — corporate officers and LLC members can elect out of covering themselves, never their workers. Go bare and C.R.S. § 8-43-409 authorizes cease-and-desist orders plus daily fines that compound fast — and if anyone gets hurt while you're uninsured, § 8-43-408 hikes their benefits 50% and sends the whole bill to you personally, shield or no shield. Properly documented independent contractors (see issues 7–8) are excluded from the count — which is exactly why the state scrutinizes the paperwork.

Where LLF comes in: Coverage triage in one call: who counts, who's excluded, and whether your contractor files would survive a DWC desk audit.

Colorado's Equal Pay for Equal Work Act made the state famous for one rule: post a job — any job a Coloradan could do, including remote — and C.R.S. § 8-5-201 requires the compensation or range and a general description of benefits in the posting itself, with internal notice of promotional opportunities and post-selection notices to boot. CDLE enforces with fines per violation. Day-one hygiene rounds it out: federal I-9 within three business days, W-4 and Colorado withholding, workers' comp and FAMLI postings on the wall (or the intranet for remote crews), and an offer letter that says at-will plainly and doesn't accidentally promise a year of employment.

Where LLF comes in: A hiring packet built for Colorado: compliant posting language, offer letter, and the personnel-file checklist that survives an audit.

Colorado enforces plenty of oral deals — until the statute of frauds says otherwise. C.R.S. § 38-10-112 voids unwritten agreements that by their terms can't be performed within a year, promises to answer for another's debt, and real-estate interests (§ 38-10-108), among others. But enforceability is the floor, not the goal. The contract that gets you paid has: exact scope (what's not included), payment triggers tied to dates or milestones — not "completion" — interest on late pay, a kill-fee, a venue clause keeping disputes in Boulder County, and an attorney-fee clause, because Colorado follows the American rule: no clause, no fees, even when you win.

Where LLF comes in: Flat-fee review of the contract you use every day — or we draft the one you should have been using all along.

If your employment contracts still carry a 2019-vintage non-compete, they're likely void — and now radioactive. C.R.S. § 8-2-113 (rewritten 2022) permits a non-compete only for highly compensated workers (an annually adjusted earnings threshold — see CDLE INFO #9) and only as reasonably necessary to protect trade secrets; customer non-solicits get a slightly lower threshold; sale-of-business covenants survive. Miss the separate, signed statutory notice before the offer (or 14 days before the change) and even a qualifying covenant dies. Presenting a void covenant isn't free: $5,000 per worker in penalties, plus actual damages and fees. NDAs remain enforceable — and since 2024, confidentiality clauses that try to gag discussion of alleged discrimination violate the POWR Act. Trade-secret cases proceed under the Colorado Uniform Trade Secrets Act (C.R.S. § 7-74-101 et seq.).

Where LLF comes in: We replace void covenants with what still works: tight NDAs, trade-secret protocols, and compliant non-solicits — with the notices done right.

Collection is sequencing. A demand letter that quotes the contract, totals the debt, and sets a date converts more receivables than any lawsuit — and starts the clock on 8% prejudgment interest under C.R.S. § 5-12-102 (your contract can set more). Then pick the forum by size: small claims up to $7,500 (C.R.S. § 13-6-403, no lawyers needed, fast), county court to $25,000 (§ 13-6-104), district court above it. Six-year statute of limitations on most debts (C.R.S. § 13-80-103.5). Judgment in hand, Colorado gives you garnishment, liens, and post-judgment interest. On construction projects, skip to the Mechanics' Lien Playbook — the lien usually beats the lawsuit.

Where LLF comes in: Demand letters on firm letterhead, the right court picked the first time, and judgments that actually get collected.

The CCPA isn't just for big-box stores. C.R.S. § 6-1-105 lists the traps small businesses walk into weekly: "was $2,000, now $999" prices that never were, "certified" or "licensed" claims without the paper, reviews written in-house, out-the-door prices that grow fees at signing. The kicker is § 6-1-113: a private plaintiff who proves a deceptive practice with public impact can take treble damages plus attorney fees — which turns a $3,000 refund dispute into a $40,000 case. Substantiate before you advertise, date-stamp your comparisons, and disclose like you'll be quoted back to yourself in a complaint — because you will be.

Where LLF comes in: A one-hour advertising audit against § 6-1-105's list — cheaper than one demand letter under § 6-1-113.

C.R.S. § 7-80-705 says members aren't liable for the company's debts — and every week a Colorado court makes an exception for an owner who treated the LLC as a wallet. The pierce factors are boringly consistent: business and personal funds in one account, no operating agreement or records, "capital" that couldn't cover a slow month, contracts signed without a title. The counter-discipline is cheap: separate accounts, sign everything "as Manager, [Company] LLC," document member decisions, keep real capital in the company. Two bonuses: creditors of a member are limited to a charging order under C.R.S. § 7-80-703, and none of this replaces insurance — CGL, professional liability, and cyber are the shield's outer wall.

Where LLF comes in: An annual 45-minute shield check: accounts, signatures, records, capital, coverage — the five things a plaintiff's lawyer looks for first.

This is where LLF's practices meet. Divorce: the company — or its appreciation during the marriage — is marital property under C.R.S. § 14-10-113; a buy-sell agreement and clean books decide whether a valuation fight is a skirmish or a war. Death: without a transfer plan, your membership interest lands in probate; an operating-agreement succession clause plus a coordinated estate plan keeps the doors open. Dissolution done right: wind up under C.R.S. § 7-80-801 et seq., notice creditors, distribute in statutory order, file the Statement of Dissolution with the SOS, and close every tax account — an LLC you merely abandon keeps accruing obligations in your name.

Where LLF comes in: Buy-sell agreements, succession clauses, and clean wind-downs — the three documents that keep a business from becoming the estate's problem.