If your client wishes to conduct business in New Mexico through a corporation, or is currently operating as a corporation and wishes to conduct business in New Mexico, you’ll need to prepare Articles of Incorporation and file them with the Corporations Bureau within the Office of the New Mexico Secretary of State.  Or you can let Attorneys Corporation Service, Inc. draft n’ file the Articles on your behalf.

According to New Mexico state law, the Corporations Bureau is required by statute to file, maintain, and retain the corporate records for New Mexico and out of state corporations, limited liability companies, cooperative associations, foreign business trusts and other business entities. Domestic and foreign corporate entities and other business entities must file their articles of incorporation, articles of organization, annual reports, dissolutions and other required filings as defined by statute with this bureau. Foreign entities must obtain a certificate of authority to transact business in New Mexico.

The New Mexico Articles of Incorporation must include:

  • The complete corporate name.  A business cannot share the same name as another business.  The name of the corporation must include the separate word “incorporated,” “corporation,” “company,” or “limited” or an abbreviation of one of those words.  If the corporation is not a regular business corporation but is instead a professional, chartered corporation, or limited corporation, the business name must contain the words “professional corporation,” or “chartered,” or “limited,” or an abbreviation, depending on the nature of the business.
  • Duration. If the business is to have a period of existence other than a perpetual duration, you must provide the date upon which the business will automatically expire. If the business is intended to have a perpetual duration, there is no need to specify an end date.
  • Business purpose. The corporation must exist for some lawful purpose, and you should include a short statement describing the type of business your client will conduct.
  • Information about stock shares. If the shares are divided into classes, you’ll need to state the number of shares in each class, the designation of each class, and the preferences, limits, and relative rights of the shares of each class. You must also file statements concerning rights to acquire unused shares and who has authority to establish series and fix and determine rights and preferences between series.  The filing fee for your Articles of Incorporation depends on the number of total authorized shares, with $100 as a minimum and $1000 as a maximum (based on $1 each for 1,000 shares of the total amount of authorized shares).
  • Registered Agent’s information.  The name, New Mexico street address (“Registered Office”), and contact information of the Registered Agent. If the Registered Office is outside the municipality where a street address does not exist, a description of the geographical location must be provided.  The Agent is either the individual resident of New Mexico, or the domestic corporation authorized to transact business in New Mexico, or a foreign corporation authorized to transact business in New Mexico and having a place of business in New Mexico. The business cannot its your own registered agent because the duty of the agent is to forward to the business any notice, process, or demand that is served on the corporation.  The Registered Agent must sign a Statement for Registered Agent, or if the Registered Agent is a corporation, an authorized officer must sign the Statement for Registered Agent.
  • Directors’ information. The corporation must have at least one director.
  • Incorporator’s information.  The incorporator is the person or persons who form the corporation.  This person does not need to be a director, shareholder, or officer.  The incorporator files the Articles of Incorporation and any other official documents required by the state. This person’s duties are finished once the corporation is incorporated. You must include the name and complete address of each incorporator.

To incorporate in New Mexico, the original Articles of Incorporation, plus a duplicate copy, must be filed with the Secretary of State.  The corporation will exist from the moment the Articles are filed.  During its existence, the Secretary of State’s Office must be notified of any changes in information about the name of the business; ownership information; the Registered Agent or Office; or to the Articles of Incorporation.

Depending on the nature of your client’s business, you will probably need to file an initial report and a biennial report with the Secretary of State’s Office. From filing articles of incorporation to creating customized corporate kits, Attorneys Corporation Service, Inc. can help you every step of the way.

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