How to Incorporate in New Mexico

New Mexico Secretary of State–Corporations Bureau
325 Don Gaspar—Suite 300
Santa Fe, NM 87501

800.477.3632 toll-free
505.827.4511 telephone
505.827.4387 facsimile

Statutory Authority: Business Corporations Act — N.M. Stat. § 53-11 (2013)

New Mexico Incorporation General Filing Instructions

1. Confirm availability of company name and reserve it if necessary.
2. Complete the “Articles of Incorporation.”
3. Complete the “Statement of Acceptance by Designated Initial Registered Agent.”
4. Complete the “Document Delivery Instruction.”
5. Submit the completed documents, a photocopy of each, and filing fees to the New Mexico Secretary of State.

New Mexico Articles of Incorporation

The following information is legally necessary and sufficient to form a for-profit corporation in New Mexico:

1. Company name
2. Duration
3. Business purpose
4. Number of authorized shares
5. Registered agent name and address
6. Initial board of directors names and addresses
7. Name, address, and signature of each incorporator
8. Date

New Mexico Incorporation Fee Schedule

Application for Reservation of Corporate Name: $25.00
Articles of Incorporation: $100.00 minimum (based on number of authorized shares)
Application for Certificate of Authority: $200.00 minimum (based on number of authorized shares)
Expedited Service: $150.00 – Same day, $100.00 – 2 day
Certified Copy: $100.00
Initial Report: $25.00
Biennial Report: $25.00
Articles of Dissolution: $50.00

Company Name

Your company name must end with a corporate designator. In New Mexico the specific corporate designators are: “Incorporation” “Corporation” “Company” “Limited” “Inc.”

Conduct an entity name search on the New Mexico Secretary of State website to confirm the availability of your company name.

If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Corporate Name” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.

Registered agent

The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.

New Mexico requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a New Mexico resident or active New Mexico business entity that has a New Mexico street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.

NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a New Mexico resident and have a New Mexico street address.

Optional provisions

The state provided forms ask for and specify what is legally sufficient and necessary to form a New Mexico corporation. Nevertheless, New Mexico permits you to add other provisions to your Articles of Incorporation as an attachment.

The most common optional provisions are the following:

☐ Terms and qualifications of directors
☐ Terms and qualifications of officers
☐ Indemnification of directors
☐ Indemnification of officers
☐ Powers, rights, and responsibilities of shareholders
☐ Powers, rights and responsibilities of directors
☐ Powers, rights, and responsibilities of officers
☐ Designation of different classes of stock
☐ Preemptive rights
☐ Cumulative voting rights
☐ Close corporation election

Post formation and ongoing compliance

1. Draft and adopt bylaws.
2. Hold initial organizational meeting.
3. Obtain a federal employer identification number by completing IRS Form SS-4.
4. If electing S corporation status complete IRS Form 2553.
5. Open company bank account.
6. Create and maintain company records book.
7. Hold annual meetings.
8. File “First Report” within 30 days after the “Articles of Incorporation” are issued by the Commission.
9. File “Biennial Report”.
10.  Pay annual corporate franchise tax of $50.00.

Registering as a Foreign Entity

1. Complete the “Application for Certificate of Authority.”
2. Obtain a statement executed by the registered agent acknowledging acceptance of the appointment.
3. Attach a current original or electronically obtained Certificate of Good Standing from the state of incorporation.
4. Submit the completed documents, a photocopy of each, and filing fees to the New Mexico Secretary of State.

Dissolving a New Mexico Corporation

1. Contact the Taxation and Revenue Department for a “Certificate of No Tax Due.”
2. Contact the Department of Labor for a “Certificate of Compliance.”
3. Contact the Public Regulation Commission for a “Letter of Clearance.”
4. If the corporation has commenced business and issued shares, complete and file a “Statement of Intent to Dissolve.”
5. If the corporation is dissolving by consent of the shareholders, the shareholders must execute and file a written consent and a Statement of Intent to Dissolve by Written Consent.
6. If dissolving by act of the corporation, a resolution to dissolve must be adopted by the board of directors and voted upon by the shareholders. The resolution and Statement of Intent to Dissolve by Act of the Corporation must be filed.
7. Once these tasks are completed and the clearances have been received from the state agencies you can file the “Articles of Dissolution.”
8. Submit the completed documents, a photocopy of each, and filing fee to the New Mexico Secretary of State.

How to Incorporate in New Mexico
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