Out Of State Corporation

What is a New Mexico foreign corporation?

As it applies to New Mexico, a “foreign corporation” is a corporation that is originally formed in a different state. It does not necessarily mean that it was formed in another county. All foreign corporations that want to do business in New Mexico are required to register with the New Mexico Secretary of State.

How do I know if I need to register my Corporation in New Mexico?

The New Mexico laws are ambiguous at best regarding which foreign corporations need to register. The law requires that all legal business entities that want to transact business in New Mexico must submit an application. However, it does not outline in detail what “transacting business” means.

The intricacies of the law get a little complicated when it comes to internet sales, but a good rule of thumb is if your business has a physical presence in the street such as a store, sales representative, office, or warehouse, you will be required to register.

How much does registering a foreign corporation in New Mexico cost?

Registering a foreign corporation in New Mexico costs, at minimum, $200. Depending on the amount of authorized shares your corporation has, that amount can go up to $1000. The application to apply will provide a formula for calculating the exact cost.

Does my foreign corporation need a registered agent to register in New Mexico?

Yes, you are required to have a NM registered agent to complete the registration process for your foreign corporation to operate in New Mexico.

How to Register a Foreign Corporation in New Mexico: A DIY Guide

Complete the Foreign Profit Corporation Application for Certificate of Authority

The first step in completing the registration of your foreign corporation with the New Mexico Secretary of State is obtaining and filling out the Foreign Profit Corporation Application for Certificate of Authority. On this application, you are required to provide the following information:

  • The name of the corporation as it reads on the Good Standing Certificate
  • The name of the state it was originally incorporated in
  • The date of the original incorporation
  • The name and address of the registered agent in the original state of incorporation
  • The purpose that the corporation wants to pursue in New Mexico
  • The names and addresses of the corporate officers
  • The number of shares the corporation has authority to issue, including any information regarding class and series
  • The number of shares that have currently been issued by the corporation
  • The estimated monetary amount of business that will be transacted by the corporation in New Mexico during its first year
  • The estimated monetary amount of business that will be transacted by the corporation from all states that it is registered in, as a total
  • The estimated monetary value of all property that the corporation will own in New Mexico during the first fiscal year
  • The estimated monetary value of all property owned anywhere by the corporation
  • The signature, and date, of an authorized corporate officer

 

Complete the Foreign Profit Corporation Statement of Acceptance of Appointment by Designated Initial Registered Agent

In addition to the application, you must also submit a completed Foreign Profit Corporation Statement of Acceptance of Appointment by Designated Initial Registered Agent. You are required to provide information about the individual or entity that is acting as your New Mexico registered agent.

Obtain a Certificate of Good Standing

You must also provide a Certificate of Good Standing from the state your business was initially incorporated in. This certificate must be current within 30 days or it will not be considered valid by the New Mexico Secretary of State.

Complete and Include the Document Delivery Instruction Form

The delivery instruction form must be included with any filing submitted to the New Mexico Secretary of State Office. On this form, you must indicate the name of your entity and a mailing address, as well as a contact name, email address, and phone number. A PDF of this document can be downloaded from the NM SOS website.

File Your Document at the New Mexico Secretary of State Office

Currently, there is no online submission option available for New Mexico foreign filings. All foreign filings must be submitted in person or via mail to the New Mexico Secretary of State office.

The office address is:

New Mexico Secretary of State

Corporations Bureau
325 Don Gaspar, Suite 300
Sante Fe, NM 87501

If you have any questions, you can contact the NM SOS Office at (800) 477-3632.

Can I expedite my filing?

After you submit your filing, it will take up to a month to process. There is, however, an option to expedite your filing for an additional fee.

If you would like your filing to be processed within two days, the fee is $100. For one-day expedited processing, the fee is $150.

What happens after I submit my filing?

After you have submitted the necessary documents and fees to the New Mexico Secretary of State, your application and application materials will be reviewed and processed. At that point, a copy of your submitted application will be returned via mail to the address that you provided on the Document Delivery Instruction Form, unless you marked that you will pick up the document once it is processed. In that case, the NM SOS will contact you and let you know that your document is ready.

Frequently Asked Questions

What about annual reports?

Corporations operating in New Mexico are required to file an initial report 30 days after registering with the NM SOS. You will receive a copy of the initial report when the Secretary of State returns your approved registration application. Additionally, your corporation will be required to file biennial reports.

The New Mexico biennial report is due the 15th day of the 3rd month after the taxable year end date. Figuring out this date can be a confusing process. You can always check when your biennial report is due by searching for your corporation on the NM SOS business search website. There is a $25 filing fee. You can file this report via mail or online. The best option is to file online using New Mexico’s e-filing system.

The purpose of this report is to provide current corporate information to the New Mexico Secretary of State. You will be required to list information such as the names and addresses of all corporate officers, a business mailing address, and registered agent information.

What if I file my biennial report late?

New Mexico issues a $200 penalty for filing your corporate biennial report late.

Will I be required to pay taxes?

Corporations operating in New Mexico will be required to pay the New Mexico corporate tax of 5.9%. If you meet the requirements, you can elect to have your corporation taxed as an S-corp. To check and see if your corporation meets the requirements or to complete the paperwork necessary to change your tax status, you can visit the IRS website.

The Leader in New Mexico Registered Agent Service

If you are expanding your business into the state, you are required, by law, to have a NM registered agent. We’re confident in our first place position as the best choice for your out-of-state corporation’s registered agent. High Desert Corporate Filings LLC is located in the heart of Santa Fe and has an established relationship with the New Mexico Secretary of State.

Included with our New Mexico registered agent service:

Our real 
office location.

Our office is located in the heart of Santa Fe, only a fifteen minute walk from the New Mexico Secretary of State Office.

Free mail forwarding.

For your convenience, we include mail forwarding in our registered agent service.

Documents are uploaded to your online account.

All business formation documents we receive on your behalf are uploaded to your online, secure client account.

A price that stays the same every year.

The price of our registered agent service stays the same year after year.

No hidden or forwarding fees.

Our success is based on trust—not swindling our customers with hidden fees.

Entity management software.

Our entity management software is the best of the best, maintained by a team of experts.

Lifetime customer support.

We stand by our customers from day one.

Real privacy and anonymity.

We ensure that the security of your personal information is never breached.