Sponsored by:
Delaney Corporate Services, Ltd.
800 Brazos Street
Suite 620
Austin, TX 78701
www.delaneycorporate.com
Phone: (512) 499-8989
Toll Free: (877) 499-7900
National Document Filing & Retrieval, Inc.
2601 North 3rd Street
Suite 202
Phoenix, AZ 85004
www.natldoc.com
Phone: (602) 274-5578
Toll Free: (800) 829-5578
Fax: (800) 837-5573
|
New Mexico Public Regulation Commission
Status Search
Forms
|
| Fax File: |
UCC: No
Corporate: No |
| E File: |
UCC: Yes
Corporate: No |
| Expedited Services: |
UCC: No
Corporate: No |
| Name Reservations: |
Yes (120 days) |
| Preclearance: |
Informal Review; no additional fee |
|
| Contact Information (New Mexico) |
| Domestic Corporate Dissolution Summary (New Mexico) |
| Domestic Corporation Summary (New Mexico) |
| Expedited Service Stopped (New Mexico) |
| Foreign Qualification Summary (New Mexico) |
| LLC Formation Summary (New Mexico) |
| Recommended Service Companies (New Mexico) |
| UCC Filings (New Mexico) |
|
Contact Information (New Mexico)
New Mexico Secretary of State
State Capitol Annex North
325 Don Gaspar, Suite 300
Santa Fe, NM 87503
Phone: (505) 827-3600 / (800) 477-3632
-----------------------------------------------------------------
Public Regulation Commission
PO Box 1269
Santa Fe, New Mexico 87504-1269
1-800-947-4722 (NM Residents Only)
Phone: (505) 827-4502 and (505) 827-4508
Fax: (505) 827-4387
Posted by: dannunciata
Updated: August 04, 2008
|
Domestic Corporate Dissolution Summary (New Mexico)
Pursuant to New Mexico Business Corporation Act (NMSA § 53-16-1) to successfully dissolve a New Mexico corporation, a corporation must certain documents below with the New Mexico Public Regulation Commission (NMPRC). Documents to be filed vary depending upon whether the company has commenced business or issued stock:
After Stock Issuance Procedure:
Consents: Resolution of the board of directors and majority of all voting shareholders at a meeting or unanimous written consent.
Statement of Intent to Dissolve: Upon receipt of the Statement of Intent to Dissolve with the PRC's endorsement that it has been filed, the corporation ceases business immediately and takes the proper steps to liquidate its business affairs, but its corporate existence shall continue until Articles of Dissolution (see link above) have been filed with the PRC.
Clearance Certificates: Three clearances are required:
(1) Taxation and Revenue Dept. ("Certificate of No Tax Due");
(2) Dept. of Labor ("Certificate of Compliance"); and
(3) Audit and Compliance Employment Security Division/Tax Section
The Articles of Dissolution are filed with the clearance certificates and the stockholders' consent (and directors' consent if applicable).
Before Stock Issuance:
Consent: Majority of incorporators or initial directors. Resolution of incorporator at a meeting or unanimous written consent.
Articles of Dissolution: Articles of Dissolution by Incorporator are filed together with clearance certificates (see above).
Execution and Filing: Exectued by an authorized officer and duplicate originals are submitted to the NMPRC.
Filing Fee: Statement of Intent to Dissolve - $50
Articles of Dissolution - $50
Certified Copy: $25
Dissolutions, Generally
A corporation, by a recommendation of directors and a majority vote of stockholders or incorporators if stock has not yet been issued, may elect to voluntarily dissolve and liquidate. Generally, this will involve a sale of all the corporation’s assets, satisfaction of all debts of the corporation, and the distribution of any remaining assets to the stockholders according to the liquidation procedures and priorities set forth in the corporation’s charter.
IRS liquidation issues are provided for in IRC Sections 331 and 336, which provide for distribution to stockholders. An IRS Form 966 is required to be filed as part of the dissolution.
For more information regarding dissolutions, see LeapLaw's Dissolution Best Practice Summary.
Posted by: jwhite
Updated: August 04, 2008
|
Domestic Corporation Summary (New Mexico)
Pursuant to the New Mexico Business Corporation Act (Chapter 52), a corporation incorporating in New Mexico files Articles of Incorporation with the New Mexico Public Regulations Commission (NMPRC).
Corporate Name: The corporate name must contain the word "corporation" "company" "incorporated" "limited" or abbreviation thereof.
Maximum Stock for Minimum Filing Fee: 100,000 par value or w/o par value shares .
No. of Directors: The corporation may have 1 director.
Paid in Capital: There is no minimum amount of paid in capital required to commence business.
Purpose: Specific business clause required.
Preemptive Rights: Granted unless specifically denied.
Cumulative Voting: Denied unless specifically granted.
Incorporator: Incorporator may be anyone over 18 years of age and does not have to be a resident of New Mexico.
Execution and Filing: Submit one executed original and one copy of the articles of incorporation to the NMPRC.
Filing Fee: $100 minimum (based on $1.00 for each 1,000 shares of authorized stock. In no case is the fee less than $100 or more than $1000).
Turnaround Time: Turnaround time is 15 working days of receipt. Expedited service is available if hand-delivered with a verbal request. Expedited documents will be processed in 3 working days (no additional fee). An expedited document will be processed within 3 working days of receipt.
Within 30 Days Following Organization: First Corporate Report must be filed within 30 days of the incorporation.
Incorporations, Generally
A corporation is a legal entity created through and subject to the state laws of its state of incorporation. The separate legal existence of a corporation begins when the charter is filed with the secretary of state of the state of incorporation. State laws vary regarding the documents required to organize a corporation and the management of its internal affairs and corporate powers.
LeapLaw's Incorporation Checklist identifies the information needed for an incorporation.
A complete incorporation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing a charter document for filing
Drafting bylaws
Preparing consent of incorporator (if applicable under relevant state law)
Preparing an organizational consent of directors
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing IRS Form 2553 (if the company intends to qualify as an S corporation pursuant to the Internal Revenue Code)
Preparing a specimen stock certificate as well as all stock certificates of representing the initial stock issuance
Creating a stock ledger
Preparing and filing applications of foreign qualifications (if any)
Organizing the minute book
For more information regarding incorporations, see LeapLaw's Incorporation Best Practice Summary.
Posted by: jwhite
Updated: July 10, 2008
|
Expedited Service Stopped (New Mexico)
The New Mexico Public Regulation Commission (PRC) is no longer providing expedited service due to staff shortage. It may take up to 2 months for an entity to receive its Certificate of Incorporation or Certificate of Organization.
Posted by: dannunciata November 06, 2005
|
Foreign Qualification Summary (New Mexico)
Pursuant to the New Mexico Business Corporation Act (NMSA § 53-17-1 et seq.), a foreign corporation, may not transact business in this state until it files an Application for Certificate of Authority with the New Mexico Public Regulations Commission (NMPRC).
Name of Corporation: Name must contain "corporation" "company" "incorporated" "limited" or abbreviation thereof.
Good Standing Certificate: An original certificate of the corporation's legal existence issued from its domestic state, dated no more than 30 days earlier, must be attached to the Application for Certificate of Authority.
Statement of Registered Agent: Registered agent must sign application.
Filing and Execution: The filing is signed by an officer of the company. File the original together with one copy with the NMPRC.
Filing Fee: $200 minimum. Fees vary based on the authorized stock of the corporation calculated on the application. In no case is the fee less than $200 or more than $1,000.
First Report: A First Report must be filed within 30 days of the qualification. Thereafter, a biennial report is filed before the 15th day of the third month following the corporation's fiscal year end.
A Supplemental Report must be filed within 30 days of a change in any information provided on the First Report.
Foreign Qualifications, Generally
A business entity is initially recognized as a legal entity only in its state of incorporation or formation. If the company plans to "do business" in any other state, it must qualify or register before doing so. State laws, found at LeapLaw's Corporate/LLC Connection provide requirements for business entities doing business in each state.
For more information regarding doing business in foreign states, see LeapLaw's Foreign Qualification Best Practice Summary.
Posted by: jwhite
Updated: September 27, 2013
|
LLC Formation Summary (New Mexico)
Pursuant to the New Mexico Limited Liability Company Act (NMSA § 53-19-1 et seq.), a limited liability company forming in New Mexico files Articles of Organization with the New Mexico Public Regulations Commission (NMPRC).
LLC Name: The LLC name must contain "limited liability company" or "limited company" "L.L.C." "L.C." "LLC" or "LC" "limited" may be "Ltd." and "company" may be "Co." A dba cannot be stated as part of the LLC company name in Article One.
No. of Members: The LLC may have 1 or more members.
Purpose of Business: Purpose of business is not required until the LLC is a professional LLC.
Execution and Filing: Signed by "organizer(s)" who need not be a member. Form must be executed by the resident agent. Submit the original and one copy to the NMPRC.
Filing Fee: $50.00. Add $25 for a certified copy.
Attorney-in-Fact: The person executing the document may do so as an attorney-in-fact. Powers of attorney relating to the execution of the document need not be shown to or filed with the NMPRC.
LLC Formation, Generally
A limited liability company (LLC) is an entity created by state statute offering limited liability protection to its members (owners) similar to that enjoyed by stockholders of a corporation. LLC statutes exist in all 50 states.
LeapLaw's LLC/LLP Checklist identifies the information needed for an LLC formation.
A complete formation process generally consists of:
Determining name availability and possibly reserving the name
Performing trademark, trade name and domain name preliminary or full searches
Preparing the formation certificate for filing with the secretary of state
Drafting an operating agreement
Preparing an organizational consent of managers or members
Obtaining the federal tax identification number by preparing IRS Form SS-4
Preparing and filing applications of foreign registrations (if any)
Organizing the company records book
For more information regarding the general formation process see LeapLaw's Limited Liability Company Best Practice Summary.
Posted by: jwhite
Updated: February 24, 2012
|
Recommended Service Companies (New Mexico)
The service companies listed below are members of NRAI’s Affiliate Network. These companies are high-quality service companies that deliver double the service for a fraction of the cost of the larger companies.
So whether you’re looking to save significant money on Registered Agent services or double the service for half the price on corporate and UCC services, we strongly encourage you to contact:
Delaney Corporate Services, Ltd.
800 Brazos Street, Suite 620
Austin, TX 78701
Phone: 877.499.7900
Fax: 512.499.8989
----------------------------------------------------
National Document Filing & Retrieval, Inc.
2601 North 3rd Street, Suite 202
Phoenix, AZ 85004
Phone: 800.829.5578 / 602.274.5578
Fax: 800.837.5573
Posted by: dannunciata
Updated: August 29, 2005
|
UCC Filings (New Mexico)
UCC Financing Statements are filed in New Mexico with the NM Secretary of State (NM SOS).
Fixture filings will be filed at the county level where the mortgage is registered.
Filing: UCC financing statements may be filed online.
Paper filed UCCs are filed as they are received. Without using a service company, turn around time for UCC filings to be returned to the filer is 3-5 business days.
UCC Forms
NOTE: Entering the employer identification or social security number of the UCC form is optional and is not required in New Mexico. Information entered into this box on paper filings will not be data entered by the UCC staff into the UCC database. If filed online, EIN or SSN will be viewable.
Fees: (55-9-525) $20 for 1-3 pages; $40 for more than 4 pages but less than 25; $100 for more than 25 pages.
UCC Filings, Generally
Once a security interest has been granted in collateral in exchange for credit or some other funding, usually by entering a security agreement, the security interest should be “perfected” by filing evidence of such interest with the appropriate governmental authorities. Perfection of a security interest strengthens the legal rights of the creditor to the collateral in the event that the debt is not repaid in a timely fashion or some other default occurs.
Revised Article 9 (RA-9) of the Uniform Commercial Code (UCC) provides that perfection is completed by filing financing statements (or UCC filings) with appropriate filing offices. Historically, UCC filings were made everywhere the debtor had tangible property or offices and/or was otherwise conducting business.
In July 2001, Article 9 and state UCC laws in all 50 states were revised in an effort to simplify filing requirements. Revised Article 9 ("RA-9") was adopted by all 50 states and the U.S. Virgin Islands with staggered effective dates, but most states adopted some form of RA-9 effective July 1, 2001. Under RA-9 only one filing is required, except as noted below. The appropriate place to file is generally the office of the secretary of state in the jurisdiction of incorporation or organization of the debtor (or the domicile or principal place of business, if an individual or an unincorporated entity). Transition to Revised Article 9 was completed as of July 1, 2006.
Fixture Filings: Under Revised Article 9, fixture filings affecting real estate are still filed in the office where a mortgage would be recorded. Other than creating the ability to file with a standard national form, RA-9 has had no effect on real estate related filings.
Foreign Debtors
A financing statement to be filed against a foreign debtor, without a principal place of business in the United States, is filed in Washington DC. If the foreign debtor maintains a principal office in the United States, the financing statement is filed in the state in which it is registered.
Posted by: dannunciata
Updated: July 10, 2008
|
|
