New Mexico Business Corporation Act
The New Mexico Business Corporation Act applies to all for-profit corporations formed in the state, which are subject to its provisions.3 min read
2. Corporation Board of Directors
3. Articles of Incorporation
4. Fees Collected by the Secretary of State
5. Corporate Reports
Basics of New Mexico Corporations
There are several rules and guidelines that all corporations formed in the state of New Mexico must follow. These include:
- A corporation may be incorporated by one or more people, or by another domestic or foreign corporation.
- A corporation may engage in any type of business, as long as it is lawful.
- Each corporation is required to have a registered agent and registered office within the state. The registered office does not need to be any of its business locations.
- Corporations must keep complete, accurate records of all accounts and meeting minutes at its registered office or principal business location.
- A corporation is considered perpetual and without end, unless it is indicated otherwise in its articles of incorporation.
- A corporation may carry out all necessary business activities the same way as an individual person.
- Corporation names must contain the words “corporation,” “incorporated,” “company,” “limited,” or an abbreviation of one of these.
Corporation Board of Directors
A corporation is considered to begin as soon as the articles of incorporation are filed. At this time, the board of directors needs to hold a meeting to finalize and adopt the company's bylaws. They also need to elect officers and conduct any other necessary business. These bylaws may include provisions about how the business will be regulated and managed. All bylaws must be consistent with the laws of New Mexico.
The company's bylaws may also specify qualifications for the selection of directors. For example, a director does not need to be a New Mexico resident, unless the bylaws require it. There can be one or more member of the board of directors; the number may be specified in the bylaws. Amendments to the bylaws may increase or decrease the number of directors.
Articles of Incorporation
One of the provisions of the articles of incorporation regulates the company's shares of stock. It indicates the classes of shares issued and the number of each class that will be issued by the corporation. If there is more than one class, the articles of incorporation details what differences exist between each class. The articles of incorporation may also specify what voting rights are given for owners of each class of stock.
Fees Collected by the Secretary of State
The New Mexico corporation law lays out the fees that will be collected by the secretary of state for various filings and certifications. These include:
- Filing the articles of incorporation.
- Filing articles of amendment and issuing a certificate of amendment.
- Filing articles of merger, consolidation, or exchange, and issuing a certificate for the action.
- Filing an application to reserve a name for the corporation or transfer a reserved name.
- Filing a change-of-address statement for the registered office or a change of registered agent.
- Filing a statement regarding a series of shares to be issued.
- Filing a statement regarding the reduction of shares that are authorized.
- Filing a statement to dissolve the corporation or articles of dissolution.
- Filing an application for a foreign corporation to do business in the state.
- Filing a corporate report.
- Issuing a certificate of good standing or reinstatement.
In addition, the secretary of state is permitted to charge fees for additional copies of documents and expedited service. The state law also provides for the authority to issue refunds for overpayment. It even specifies the payment methods.
According to the New Mexico Business Corporation Act, both domestic and foreign corporations must file a corporate report within 30 days of its incorporation. It must then be filed biennially on or before the 15th day of the third month after its tax year ends. This report must be signed by the chairman of the board, president, vice president, secretary, and accounting officer. This report must contain the following:
- Corporation name and mailing address.
- Names and addresses of all corporate officers and directors, as well as the date that their terms expire.
- Address of the corporation's principal business location.
- Date of the next annual shareholder meeting.
- The corporation's tax ID number.
These are just a few items covered by this comprehensive law; we advise consulting with a knowledgeable attorney to make sure the Act in its entirety is understood and followed by all involved parties.
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