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.
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.
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.
Yes, you are required to have a NM registered agent to complete the registration process for your foreign corporation to operate in New Mexico.
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:
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.
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.
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.
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
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.
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.
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.
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.
New Mexico issues a $200 penalty for filing your corporate biennial report late.
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.
Our office is located in the heart of Santa Fe, only a fifteen minute walk from the New Mexico Secretary of State Office.
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