Colorado Bill HB26-1088: Business Entity Filing and Fraudulent Filings

Detected March 10th, 2026

Summary

Colorado Bill HB26-1088 proposes changes to business entity filings with the Secretary of State. The bill would allow the Secretary to void filings with reversed payments and implement new procedures for handling fraudulent filings, including marking records and prohibiting fraudulent registered agents. It also modifies the process for dissolving entities based on fraudulent filings.

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What changed

Colorado Bill HB26-1088, introduced for the 2026 Regular Session, seeks to significantly alter the procedures for business entity filings with the Secretary of State. Key provisions include authorizing the Secretary to void or remove entity filings if electronic payments are reversed or incomplete. The bill also introduces measures to address fraudulent filings by allowing the Secretary to mark business records as unauthorized or fraudulent without necessarily referring complaints to the Attorney General, and it prohibits the use of fraudulent entities as registered agents. Furthermore, it modifies the existing administrative process for determining fraudulent filings by repealing a second notice period and authorizing the Attorney General to use alternative contact points if the registered agent's address is the same as the complainant's. The bill also expands venue options for actions to dissolve entities based on fraudulent filings.

This legislation will require businesses and their legal representatives to be aware of the new procedures for payment processing and fraudulent filing detection. Companies that have experienced reversed payments for filing fees may have their filings voided. The changes to the complaint and dissolution process mean that entities suspected of fraudulent activity could face quicker action, and injured parties will have more direct avenues to seek dissolution. Compliance officers should review the bill's specific provisions regarding registered agents and the handling of fraudulent filings to ensure adherence to the updated state regulations once enacted. The bill's status as a draft means that further legislative action and potential amendments are expected.

What to do next

Review Colorado Bill HB26-1088 for potential impact on entity filings and payment processes.
Update internal procedures for business entity filings to account for voiding reversed payments.
Ensure registered agents are legitimate and not associated with fraudulent purposes.

Penalties

Entities may have filings voided or removed; actions to dissolve entities can be brought by injured persons.

Source document (simplified)

HB26-1088

Business Entity Filing Secretary of State

| Type | Bill |
| --- | --- |
| Session | 2026 Regular Session |
| Subjects | Business & Economic Development State Government |
Concerning entity filings made with the secretary of state, and, in connection therewith, making an appropriation.

Recent Bill (PDF) Recent Fiscal Note (PDF) Bill Summary:

The bill authorizes the secretary of state (secretary) to:

Mark as void or remove from the system an entity filing if an electronic payment for the entity filing fee is reversed or is not completed;
Suspend or dismiss a complaint if the secretary determines that a relationship exists between the complainant and the person that is the subject of the complaint alleging a fraudulent filing; and
Mark a business record with a notice that an entity is unauthorized or fraudulent 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 bill prohibits using a fraudulent entity as a registered agent in a business entity filing.

Current law provides an administrative process for determining if an entity filing is made fraudulently or otherwise violates the law when a complaint is made. 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 within 21 days after the notification, another notice is mailed, and if the entity does not reply to that notice within 21 days, the complaint is deemed to be conceded. The bill:

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 the second 21-day notice period; and
Authorizes a person that is injured by such a violation to bring an action to dissolve the entity. 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 bill authorizes the action to be brought in Denver when the dissolution is based on a fraudulent filing.

(Note: This summary applies to this bill as introduced.)

Prime Sponsors

Representative

Chad Clifford
Representative

Rick Taggart
Senator

Lisa Cutter

Committees

House

State, Civic, Military, & Veterans Affairs Appropriations

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Status

Under Consideration

Introduced

Under Consideration

Related Documents & Information

| Date | Version | Documents |
| --- | --- | --- |
| 03/09/2026 | Reengrossed | PDF |
| 03/06/2026 | Engrossed | PDF |
| 02/02/2026 | Introduced | PDF |

| Date | Version | Documents |
| --- | --- | --- |
| 03/06/2026 | PA2 | PDF |
| 02/27/2026 | PA1 | PDF |

| Date | Version | Documents |
| --- | --- | --- |
| 03/04/2026 | First Revised Fiscal Note | PDF |
| 02/18/2026 | Initial Fiscal Note | PDF |

| Date | Version | Documents |
| --- | --- | --- |
| 03/04/2026 | SA1 | PDF |

| Activity | Vote | Documents |
| --- | --- | --- |
| Adopt amendment J.001 | The motion passed without objection. | Vote summary |
| Refer House Bill 26-1088, as amended, to the Committee of the Whole. | The motion passed on a vote of 10-0. | Vote summary |
Hearing Summary | Committee Report: PDF
| Activity | Vote | Documents |
| --- | --- | --- |
| Refer House Bill 26-1088, as amended, to the Committee on Appropriations. | The motion passed on a vote of 11-0. | Vote summary |
Committee Report: PDF
| Date | Calendar | Motion | Vote | Vote Document |
| --- | --- | --- | --- | --- |
| 03/09/2026 | Third Reading | BILL | 63 AYE 0 NO 2 OTHER | Vote record |

| Date | Amendment Number | Committee/ Floor Hearing | Status | Documents |
| --- | --- | --- | --- | --- |
| 03/06/2026 | J.001 | HOU Appropriations | Passed [] | PDF |
| 02/23/2026 | L.001 | HOU State, Civic, Military, & Veterans Affairs | Passed [] | PDF |
* Amendments passed in committee are not incorporated into the measure unless adopted by the full House or Senate.

** The status of Second Reading amendments may be subsequently affected by the adoption of an amendment to the Committee of the Whole Report. Refer to the House or Senate Journal for additional information.

| Date | Location | Action |
| --- | --- | --- |
| 03/09/2026 | House | House Third Reading Passed - No Amendments |
| 03/06/2026 | House | House Second Reading Special Order - Passed with Amendments - Committee |
| 03/06/2026 | House | House Committee on Appropriations Refer Amended to House Committee of the Whole |
| 02/23/2026 | House | House Committee on State, Civic, Military, & Veterans Affairs Refer Amended to Appropriations |
| 02/02/2026 | House | Introduced In House - Assigned to State, Civic, Military, & Veterans Affairs |
Prime Sponsor

Rep. C. Clifford | Rep. R. Taggart

Sen. L. Cutter

Sponsor

(None) Co-Sponsor

Rep. R. Keltie | Rep. T. Mauro | Rep. M. Rutinel | Rep. B. Titone