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New Mexico Secretary
of State: Corporations and LLC's
New Mexico
Public Regulation Commission
Starting a Business in New Mexico
2009 Business Resource Guide
General Tax and Licensing Requirements
In New Mexico most businesses must register with the New
Mexico Taxation and Revenue Department, and may be required to
report and pay gross receipts tax and state income tax withholding
on employee wages, as well as income tax on taxable income of the
business. If the business has employees, it will be required to
register with the New
Mexico Department of Labor, and will probably be required to pay
State Unemployment Taxes. In addition, if the business is required
to provide Workers Compensation coverage, the business will be
required to
file quarterly reports with the New
Mexico Taxation and Revenue Department. Most businesses will
also be required to obtain an occupation license from the
municipality or county where its office(s) is located. Property used
in the business must be assessed for property taxes by the County
Assessor's office in the county where the property is located.
Choice of Entity
If you are considering starting a business in New Mexico, you will
need to decide how you want to organize your business. The decision
involves many different factors, including questions of legal
liability, tax considerations, and operational factors. It is a good
idea to consult with professionals in making this decision. Many of
the registration and licensing requirements imposed by State and
local governments are determined by the type of entity that you
select. The following is a brief summary of some of those
requirements and the agencies that you should contact.
NOTE: The Public Regulation Commission does not recommend one form
of legal entity over another and urges that you seek the advice of
counsel and other appropriate professionals before deciding whether
to organize and, if so, what form of legal entity is best for you.
Sole Proprietorship
A sole proprietorship is not a separate entity. The owner of the
business and the business itself are one and the same, and there is
no need to file a document to create a sole proprietorship. The
General Tax and Licensing Requirements discussed above will usually
be applicable to a sole proprietorship.
Partnerships
A partnership is an association of two or more persons who carry on
a business for profit as co-owners. There are various types of
partnerships. As with a sole proprietorship, the General Tax and
Licensing Requirements may be applicable.
General Partnerships
Although it s a good idea to have a written agreement, a general
partnership can be formed orally or in writing. There is no
requirement that a general partnership file an agreement or
certificate before it can exist. However, the partnership may file a
certificate of registration with theNew
Mexico Secretary of State, under the New Mexico Uniform
Partnership Act.
Limited Partnerships
A limited partnership provides some protection from liabilities of
the partnership for limited partners. The partnership must have at
least one general partner who is not protected from the liabilities
of the partnership, and at least one limited partner. A limited
partnership is formed by filing a Certificate of Limited Partnership
with the New
Mexico Secretary of State, in compliance with the Uniform
Limited Partnership Act.
Limited Liability Partnerships. Partnerships (general or limited),
who comply with certain insurance requirements, and file a
registration statement with the New
Mexico Secretary of State, may obtain some protection from
liabilities.
Corporations
Corporations are legal entities separate from the owners.
Corporations provide the owners (referred to as shareholders) with
some protection from liabilities incurred by the business. A
corporation is created (formed), by filing articles of
incorporation. New Mexico corporations are formed by filing articles
of incorporation with the New Mexico Public Regulation
Commission-Corporations Bureau. Certain special purpose
organizations may be required to comply with other laws before they
may file articles of incorporation. For example, organizers of banks
formed under State law are required to obtain permission from the Director
of the Financial Institutions Division of the Regulation and
Licensing Department, prior to filing articles of incorporation
with the Public Regulation Commission. Similar requirements apply to
trust companies and other special purpose corporations. Many people
mistakenly believe that S-corporations under Federal tax law are
formed differently from other corporations under State law. A
corporation's status as an S-corporation is governed by the Internal
Revenue Code, not by State law.
Professional Corporations
Professionals such as lawyers, doctors, accountants, engineers, and
other licensed professions may incorporate under the New Mexico
Professional Corporations Act. Unlike business corporations, a
professional corporation may only be incorporated by a person
licensed to conduct the profession for which the corporation is
organized. The corporation is organized by filing articles of
incorporation with the New Mexico Public Regulation
Commission-Corporations Bureau.
Limited Liability Companies
Limited liability companies (LLC's), are a relatively new type of
entity. They are sometimes mistakenly referred to as limited
liability corporations. The New Mexico Limited Liability Company Act
was adopted in 1993. LLC's provide the owners with protection from
liabilities that is similar to corporations. LLC's are formed by
filing articles of organization with the New Mexico Public
Regulation Commission- Corporations Bureau. The owners have some
flexibility in deciding how an LLC will be taxed, and professional
assistance is generally advisable.
Non-Profit Corporations
To qualify as a non profit corporation, no part of the income or
profit may be distributable to its members, directors or officers.
The corporation is formed by filing articles of incorporation with
the New Mexico Public Regulation Commission- Corporations Bureau. In
addition, charitable corporations that solicit funds may be required
to register and file reports with the New
Mexico Attorney General's Office under
the Charitable Solicitations Act.
Businesses Organized in Other States
Businesses that have been organized in other states may be required
to register and qualify to do business in New Mexico. Foreign
corporations and limited liability companies should contact the New
Mexico Public Regulation Commission-Corporations Bureau. Foreign
partnerships shouldcontact
the New Mexico Secretary of State.
Tradename (D.B.A.) and Trademark Issues
The State of New Mexico does not require that a business register
its use of a tradename (sometimes referred to as a fictitious name,
doing business as or d.b.a.). The use of a tradename that is
different from the legal name of the business can have legal
implications that should be
discussed with your attorney. If the business has a unique tradename
or mark that distinguishes it from other businesses, the business
may want to register the mark with the New
Mexico Secretary of State.
New Mexico's trademark and service mark registration law is designed
to mirror federal trademark protection. It should be noted that theSecretary
of State and the New
Mexico Public Regulation Commission-Corporations Bureau, each
maintain separate databases, and registration with one of these
State offices may not prevent someone else from registering the same
name with the other State office.
Other Applicable Laws
Depending upon the nature of the business, and its intended
activities, other State or local laws could affect your business.
For example, if your business intends to raise capital by issuing
securities, you may be required to comply with the New Mexico
Securities Act, which is
administered by the Securities Division of the New
Mexico Regulation and Licensing Department. The definition of
"securities" is broad and includes stock, limited liability company
membership interests, limited partnership interests, notes, and
investment contracts. Solicitation of capital in violation of the
Securities Act, could subject a promoter to civil and criminal
liability under State and Federal law. If your business will have
more than a few owners, or owners who are not going to be directly
involved in the operation of the business, you should determine
whether you are required to register or file a claim of exemption
with the Securities Division of the New
Mexico Regulation and Licensing Department. Insurance companies,
credit unions, escrow companies, trust companies and other types of
businesses may also be required to comply with registration
requirements and other applicable State laws. Most professions, and
many other business activities, such as construction activities and
businesses that serve alcohol, are also regulated by State law, and
require compliance with licensing requirements. Most of the
occupation licensing laws are regulated by the New
Mexico Regulation and Licensing Department.
Local governments may also have special permit requirements for
certain businesses. Businesses that serve food or drink may be
required to obtain permits by the municipal or county government
where the business is located.
More Help
Most State agencies are happy to answer general questions and
provide forms that may assist you in the operation of your business.
However, if you have legal questions, State employees are not
permitted to provide legal advice. You should consult a lawyer if
you have legal questions. Other professionals, including accountants
and financial planners may be able to provide assistance as you
decide how to organize and operate your business.
Prepared by Robert D. Gorman, Esq., C.P.A.
Corporation Forms
Copy Request
Charter Documents
(New Expedited Document Request Policy effective November 30,
2011. Please read guidelines in Expedited Request Form below.)
INCORPORATION APPLICATIONS
CORPORATE REPORT FILINGS
Profit Corporate Reports
Foreign Profit Corporate Reports
Nonprofit Corporate Reports
Foreign Non Profit Corporate Reports
Limited Liability Update Forms
Tax Clearance
Corporations Reproduction SectionRegistration of Name
Reservation
.......................................................................................
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Fee Schedule
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EXPEDITE FILING FEE FOR CHARTER DOCUMENTS |
FEES |
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Document will be processed on day of receipt if received
before 2:00PM, or by the end of the next business day if
received after 2:00PM |
Same Day $150 |
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document will be processed within two business days of the
date of receipt |
Two Day $100 |
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(These fees are nonrefundable - See
form for details) |
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DOMESTIC CORPORATIONS |
FEES |
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Articles of Incorporation (See note 1) |
$100 minimum |
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Restated Articles of Incorporation (See note 2) |
$100 minimum |
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Articles of Amendment (See note 3) |
$100 minimum |
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Articles of Merger, Consolidation or Exchange (See note 4) |
$200 minimum |
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Articles of Dissolution |
$50 |
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Statement of Establishment of Series of Shares |
$100 |
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Statement of Reduction of Authorized Shares |
$100 |
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Statement of Intent to Dissolve |
$50 |
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Statement of Revocation of Voluntary Dissolution |
$50 |
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NOTE (1) filing articles of incorporation and
issuing a certificate of incorporation, a fee of one dollar
($1.00) for each one thousand shares of the total amount of
authorized shares, but in no case less than one hundred
dollars ($100) or more than one thousand dollars ($1,000).
NOTE (2) filing articles of amendment and
issuing a certificate of amendment increasing the total
amount of authorized shares, or filing restated articles of
incorporation and issuing a restated certificate of
incorporation increasing the total amount of authorized
shares, a fee equal to the difference between the fee
computed at the rate set forth in paragraph (1) of this
subsection upon the total amount of authorized shares,
including the proposed increase, and the fee computed at the
rate set forth in paragraph (1) of this subsection upon the
total amount of authorized shares, excluding the proposed
increase, but in no case less than one hundred dollars
($100) or more than one thousand dollars ($1,000).
NOTE (3) filing articles of amendment and
issuing a certificate of amendment NOT involving an increase
in the total amount of authorized shares or filing restated
articles of incorporation and issuing a restated certificate
of incorporation not involving an increase in the total
amount of authorized shares, a fee of one hundred dollars
($100).
NOTE (4) filing articles of merger,
consolidation or exchange, and issuing a certificate of
merger, consolidation or exchange a fee equal to the
difference between the fee computed at the rate set forth in
paragraph (1) of this subsection upon the total amount of
authorized shares in the articles of merger or consolidation
in excess of the total amount of authorized shares of the
corporations merged or consolidated, or upon the amount of
the shares exchanged, but in no case less than two hundred
dollars ($200) or more than on thousand dollars ($1000).
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DOMESTIC CONVERSIONS |
FEES |
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Conversion from Corporation to Limited Liability Company |
$150 |
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Conversion from Limited Liability Company to Corporation |
$200 |
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(See note 1) |
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NOTE (1) filing articles of incorporation and
issuing a certificate of incorporation, a fee of one dollar
($1.00) for each one thousand shares of the total amount of
authorized shares, but in no case less than one hundred
dollars ($100) or more than one thousand dollars ($1,000).
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FOREIGN PROFIT |
FEES |
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Application for Certificate of Authority (See note 6) |
$200 minimum |
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Application for Amended Certificate of Authority |
$50 |
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Application for Withdrawal |
$50 |
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Certificate of Merger or Consolidation (See note 6) |
$200 minimum |
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NOTE (6) filing an application for a certificate
authority of a foreign corporation and issuing to it a
certificate of authority, a fee of one dollar ($1.00) for
each one thousand shares of the total number of authorized
shares represented in this state, but in no case less than
two hundred dollars ($200) or more than one thousand dollars
($1,000).
Filing articles of merger or consolidation increasing the
total amount of authorized shares which the surviving or new
corporation authorized to issue in excess of the aggregate
number of shares which the merging or consolidating domestic
and foreign corporations authorized to transact business in
this state had authority to issue, a fee of one dollar
($1.00) for each one thousand shares of the increase in the
total amount of authorized shares represented in this state,
but in no case less than two hundred dollars ($200) or more
than one thousand dollars ($1,000).
“Total amount of authorized shares” means all shares of
stock the corporation is authorized to issue; and
“Number of authorized shares represented in this state”
means the proportion of a corporation’s total amount of
authorized shares that the sum of the value of its property
located in this state and the gross amount of business
transacted by it or from places of business in this state
bears to the sum of the value of all of its property,
wherever located, and the gross amount of its business,
wherever transacted, as determined from information
contained in it s application for a certificate of authority
to transact business in this state.
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NONPROFIT DOMESTIC CORPORATIONS |
FEES |
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Articles of Incorporation |
$25 |
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Articles of Amendment/Merger or Consolidation |
$20 |
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Restated Articles of Incorporation |
$20 |
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Articles of Dissolution |
$10 |
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NONPROFIT FOREIGN CORPORATIONS |
FEES |
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Application for Certificate of Authority |
$25 |
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Application for Amended Certificate of Authority |
$20 |
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Application for Certificate of Withdrawal |
$10 |
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Articles of Merger certified by state of incorporation |
$25 |
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NEW MEXICO LIMITED LIABILITY COMPANY |
FEES |
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Articles of Organization |
$50 |
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Articles of Amendment |
$50 |
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Restated Articles of Organization |
$50 |
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Articles of Merger, Consolidation |
$100 |
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Articles of Dissolution, Revocation of Dissolution |
$25 |
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FOREIGN LIMITED LIABILITY COMPANY |
FEES |
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Application for Registration |
$100 |
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Application for Amended Registration |
$50 |
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Certificate of Cancellation (withdrawal) |
$25 |
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FOREIGN BUSINESS TRUSTS |
FEES |
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Application for Certificate of Authority |
$250 |
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Certificate of Correction or Amendment |
$50 |
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Application for Withdrawal |
$25 |
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DOMESTIC REGULAR COOPERATIVE |
FEES |
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Articles of Incorporation |
$50 |
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First Annual License |
$20 |
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Amendment to Articles of Incorporation |
$25 |
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SANITARY PROJECTS ASSOCIATION |
FEES |
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Certificate of Association |
$25 |
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Amendment to Articles of Incorporation |
$20 |
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Report Compliance |
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DOMESTIC PROFIT |
FEES |
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Reinstatement |
$200 |
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FOREIGN PROFIT |
FEES |
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Reinstatement |
$200 |
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DOMESTIC/FOREIGN PROFIT |
FEES |
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Certificate of Good Standing & Compliance |
$ 50 |
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Miscellaneous Certificate |
$ 25 |
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Any other statement or report not listed |
$ 25 |
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Issuing a letter of reinstatement (Domestic or Foreign) |
$200 |
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Statement of Suspension of Business |
$ 25 |
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First Profit Corporate Report – Filing |
$ 25 |
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Biennial Profit Corporate Report |
$ 25 |
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Report Late Filing Fee Penalty |
$200 |
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NONPROFIT DOMESTIC/FOREIGN CORPORATION |
FEES |
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Nonprofit First Report |
$ 10 |
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Nonprofit Corporate Report |
$ 10 |
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Nonprofit Report Late Filing Fee Penalty |
$ 10 |
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Certificate of Good Standing |
$ 10 |
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Statement of Suspension of Business |
$ 10 |
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Issuing a Letter of Reinstatement (Domestic or Foreign) |
$ 25 |
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NEW MEXICO LIMITED LIABILITY COMPANY |
FEES |
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Certificate of Good Standing |
$ 25 |
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Any other statement or miscellaneous certificate |
$ 25 |
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FOREIGN BUSINESS TRUST |
FEES |
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Any other Statement |
$ 25 |
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DOMESTIC REGULAR COOPERATIVE |
FEES |
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Cooperative License (annually) |
$ 20 |
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Annual Report |
$ 10 |
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Late Filing Penalty |
$ 10 |
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DOMESTIC RURUAL ELECTRIC COOPERATIVE |
FEES |
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Electric Cooperative (per 100 members) |
$ 10 |
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MARKET COOPERATIVES |
FEES |
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Market Cooperative |
(annually) $ 25 |
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SANITARY PROJECTS ASSOCIATION |
FEES |
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Annual Report |
$ 10 |
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Reproduction Copy Section |
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FOREIGN PROFIT |
FEES |
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Application for Registration of Corporate Name (See Note 5) |
$ 1 per month |
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Application for Renewal of Registered Corporate Name (See
Note 5) |
$10 |
NOTE (5) the initial fee is $1.00 for each month,
or fraction thereof, between the date of filing the
application and December 31 of the calendar year in which
the application is filed. Renewal period is between October
1 and December 31 annually and the renewal fee is $10.
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DOMESTIC/FOREIGN PROFIT |
FEES |
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Certificate of Comparison (Certified) |
$ 25 |
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Reproduction Copies – a fee of one dollar ($1.00)Per page,
but in no case less than ten dollars($10). |
$10 minimum |
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Statement of Resignation of Registered Agent |
NO CHARGE |
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Application for Reservation of Corporate Name |
$ 25 |
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Notice of Transfer of Reserved Name |
$ 25 |
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Statement of Change of Registered Agent or Registered Office
or Both (Use Profit Supplemental Report for Change of
address, officers and/or directors) |
$ 25 |
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Supplemental Profit Corporate Report |
$ 25 |
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Report Late Filing Fee Penalty |
$200 |
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NONPROFIT DOMESTIC/FOREIGN CORPORATION |
FEES |
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Supplemental Nonprofit Corporate Report |
$ 10 |
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Application for Reservation of Name/Transfer of Name |
$ 10 |
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Certificate of Comparison (Certified) |
$ 10 |
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Reproduction Copies – a fee of one dollar ($1) per page, But
in no case less than five dollars ($5). In addition, if
Certifying the document, ten dollars ($10) shall be paid For
the certificate and affixing the seal thereto |
$ 5 minimum |
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Statement of Change of Registered Agent or Registered
Office, or both (use Nonprofit Supplemental Report for
Change of address, officers, and/or directors) |
$ 10 |
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NEW MEXICO LIMITED LIABILITY COMPANY |
FEES |
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Reservation of Name or Transfer of Name Reservation |
$ 20 |
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Statement of Change of Registered Office or Registered
Agent, Or both |
$ 20 |
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Reproduction Copies – a fee of one dollar ($1) per page, but
in no Case less than ten dollars ($10), and a fee of
twenty-five dollars($25) for certification of documents or
instruments. |
$ 10 minimum |
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FOREIGN BUSINESS TRUST |
FEES |
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Statement of Change of Registered Agent or Registered
Office, or both. |
$ 25 |
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Reproduction Copies – a fee of one dollar ($1) per page, but
in no Case less than ten dollars ($10). |
$ 10 |
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DOMESTIC REGULAR COOPERATIVE |
FEES |
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Supplemental Report |
$ 10 |
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SANITARY PROJECTS ASSOCIATION |
FEES |
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Supplemental Report |
$ 10 |
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Statement of Change of Registered Office and Registered
Agent |
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