New Mexico Incorporation

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How to Incorporate in New Mexico

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If you’re looking to incorporate in New Mexico, you’re in the right place. This guide will help you file formation documents, get tax identification numbers, and set up your company records.


Paperwork Cost Time
  • Form DPR: Profit Corporation Articles of Incorporation
  • Form D-STMNT: Statement of Acceptance of Appointment by Designated Initial Registered Agent
  • Initial Corporate Report
  • Bylaws
  • IRS Form SS-4: Obtain an EIN
  • Form 2553: S-Corp Election, if desired
  • Form ACD-31015: Application for Business Tax Identification Number
  • Incorporation: $100 for up to $100,000 authorized shares + optional $100-150 expedite fee
  • Initial Corporate Report: $25
  • Incorporation: ~3 months. ~2 business days for $100 expedite fee. ~1 business day for $150 expedite fee.

How to Incorporate in New Mexico

1 Choose a corporate structure

Incorporating means starting a corporation. If you want to form an LLC, please see "How to Form an LLC in New Mexico".

Is your corporation for-profit or not-for-profit? If you are starting a nonprofit, please see "How to Start a Non-Profit Organization in New Mexico".

C-Corp and S-Corp refer to taxation with the IRS, not to legal structures. Your corporation is taxed as a C-Corp unless you file an election to be taxed as an S-Corp (explained below).

2 Check Name Availability

The legal name of your corporation may not conflict with any other registered name. Check availability of your desired name by conducting a name search.

Name Search:
Secretary of State database search
Name Reservation:
Optional
Suffix:
The corporate name shall: contain the separate word "corporation," "company," "incorporated" or "limited" or shall contain a separate abbreviation of one of these words; NMSA §53-11-7
3 Appoint a Registered Agent

Identify the corporation’s New Mexico registered agent. This individual or company receives notice of lawsuit and other legal service for the corporation.

4 File New Mexico Articles of Incorporation

File the articles of incorporation to create your corporation.

Agency:New Mexico Secretary of State - Corporations Bureau
Form:

Articles of Incorporation

Instructions:

Form DPRI: Requirements for Incorporating a New Mexico Corporation For-Profit

Filing method:

Mail, in-person, or fax

Agency fee:

$100 for up to $100,000 authorized shares + optional $100-150 expedite fee

Turnaround:

~3 months. ~2 business days for $100 expedite fee. ~1 business day for $150 expedite fee.

Law:

NMAC c53

Notes:
  • File signed original, one copy, registered agent statement, and filing fee. A Certificate of Incorporation and one copy will be returned to you.
  • Expedite fees require a separate check or money order, or your document will be immediately rejected.
5 File Initial Report

You must file an initial report within 30 days of incorporation.

Submit to:
New Mexico Secretary of State
http://www.sos.state.nm.us/
Form:
Initial Corporate Report
Filing Method:
Online (paper forms are no longer accepted).
Fee:
$25
Law:
53-5-2(A) NMSA 1978
Notes:
  • An officer must file.
6 Establish Bylaws & Corporate Records

Your corporation must keep correct and complete books and records.

Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its shareholders, giving the names and addresses of all shareholders and the number and class of the shares held by each.
NM Stat §53-11-50

Your filed articles of incorporation are the first document for your corporate records. Your corporation will generate many other official records such as bylaws, meeting minutes, and your EIN.

Office supplies intended for a corporation will help you stay organized and save time. Optionally, get a corporate record book, seal, and document templates.

Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws may contain any provisions for the regulation and management of the affairs of the corporation not inconsistent with law or the articles of incorporation (NM Stat §53-11-27). You will review and ratify the bylaws at your first board of directors meeting.

7 Appoint Initial Directors

The initial directors serve on the board until the annual meeting of shareholders (when directors are elected to the board). If the initial directors are not named in the articles of incorporation, they are appointed by the incorporator. The incorporator documents and signs this action for the corporate records.

8 Hold Organizational Meeting

Hold the organizational meeting of the incorporators or initial directors in compliance with NM Stat §53-12-5. The directors calling the meeting shall give at least three days' notice thereof by mail to each director so named, stating the time and place of the meeting. You may hold the meeting in our outside of New Mexico. Keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Directors Officers
  • Number: One or more required.
  • Qualifications: None.
  • Quorum: A majority, unless a greater number is fixed in the articles of incorporation or bylaws.
  • As stated in the bylaws, but a minimum of one. One person may hold multiple offices. One officer is required to be responsible for maintaining corporate records.
9 Issue Stock Certificates

The owners may be issued stock certificates to serve as proof of ownership in the corporation. Remember to hold the first annual meeting of the shareholders (the owners of the corporation) according to bylaws and keep minutes of this meeting.

The following state laws apply unless overridden by the organizational documents, where permissible.

Shareholders Annual Shareholder Meeting
  • Qualifications: N/A
  • Stock Certificate: Not required.
  • Voting Trusts Allowed: Yes.
  • Required: Yes.
  • Action by written consent:
10 Get a Federal Employer Identification Number (EIN)

Your corporation must obtain an EIN regardless of whether it will hire employees.

Submit to:
Internal Revenue Service
http://www.irs.gov/
Form:
IRS Form SS-4
Guidance:
IRS Pub 1635: Understanding Your EIN
Filing Method:
Mail, phone, fax, or apply online with the IRS
Fee:
$0
Turnaround:
Immediately online
Notes:
The IRS website is only available during certain hours. Print your EIN before closing your session.
11 Get New Mexico State Tax Identification Numbers/Accounts

Corporations must register if they are doing business in New Mexico.

Submit to:
New Mexico Taxation and Revenue Department
http://www.tax.newmexico.gov/
Form:
Form ACD-31015: Application for Business Tax Identification Number
Fee:
$0
Filing Method:
Mail or online at Taxpayer Access Point (TAP)
Notes:
New Mexico will issue your corporation a CRS Identification Number, an 11-digit number also known as a business tax identification number.
12 Consider Electing S-Corp Taxation

By default, your corporation is taxed as a C-Corporation. Some corporations, especially smaller ones, benefit from electing S-Corp tax treatment:

  • C-Corps suffer from double taxation: the corporation pays taxes on profits then members pay taxes on their distributions. If profits exceed $250,000 per owner, you provide employee benefits, or you will re-invest most of your profit in the business, you may benefit from the low tax rates on retained earnings under C-Corp treatment.
  • S-Corp treatment avoids double-taxation. It is generally the best choice for small businesses. To accomplish this, file Form 2553: S-Corp Election with the IRS.
13 Obtain Business Licenses & Permits

To run your business legally, you must obtain applicable licenses and permits. The easiest way to navigate the wide range of federal, state, and local requirements is to search by your business type and locality using the Small Business Administration Business License & Permit look-up tool.

14 Ongoing Filings to Maintain Your Corporation

You must file federal and state tax returns. You must also file:

  • New Mexico corporations are required to file a New Mexico Biennial Report.
  • Each corporation shall provide its shareholders access to at least a balance sheet as of the end of each taxable year and a statement of income for such taxable year, if the corporation prepares such financial statements for such taxable year for any purpose (NM Stat §53-11-50).

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