How to Incorporate in New Mexico

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.
  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: New Mexico Secretary of State - Corporations Bureau
    Name Reservation: Optional
    Suffix Requirements:

    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

    Before you officially file to create your New Mexico LLC, you will need to decide who your New Mexico registered agent will be. A registered agent is a business's legal appointee to receive notice of lawsuit and other legal or government notices.

    State law requires every LLC to have a registered agent. The registered agent is designated when you file New Mexico articles of organization with the New Mexico Secretary of State - Corporations Bureau.

    Our reliable registered agent service fulfills this requirement. You get:

    • Same-day documents from our local office in Santa Fe
    • Immediate online access to state forms with our address and, where required, our signature
    • Annual fees from $89 to $99 per state with no additional charges

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  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

    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:

    New Mexico Statutes § 53-12-2

    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.
    Fact Checked:6/16/17
  5. File Initial Report

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

    Online only.

    Filing Method:

    Online (paper forms are no longer accepted).

    Agency Fee:

    $25

    Due:

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

    Law:

    New Mexico Statutes § 53-5-2. 

    Penalties:

    $200 late fee.

    Notes:
    • An officer must file.
    Fact Checked:11/2/18
  6. Establish Bylaws & Corporate Records

    Your corporation must keep correct and complete books and records.

    Draft bylaws (potentially using a template) which is the governing document for the corporation. The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with law or with the articles of incorporation (C.R.S. 7-102-106). You will review and ratify the bylaws at your first board of directors meeting.

    A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors (C.R.S. 7-116-101).

    Your filed articles of incorporation and bylaws are the first documents for your corporate records. Your corporation will generate many other official records such as:

    • Meeting minutes
    • Shareholder resolutions
    • EIN verification letter
    • Amendments and other filings made to the corporation over its lifetime

    Organizations need a secure, centralized tool for managing and accessing sensitive records. Our Records Manager software offers a simple, efficient way for corporations to store records, track officers, directors, and shareholders, and customize meeting notifications.

  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.


    Agency:New Mexico Taxation and Revenue Department
    Form:Form ACD-31015: Application for Business Tax Identification Number
    Filing Method:Mail or online at Taxpayer Access Point (TAP)
    Agency Fee:$0
    Notes:

    New Mexico will issue your corporation a CRS Identification Number, an 11-digit number also known as a business tax identification number.

    Fact Checked:5/12/20
  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.


    New Mexico Business License

    Not required



    General Business License licensure is not required on the State level in New Mexico.

    New Mexico does not have a general business license at the state level, but local licenses are often required.

  14. Ongoing Filings to Maintain Your Corporation

    You must file federal and state tax returns.

    Many states also require business entities to file an annual report to maintain good standing with the secretary of state. If an annual report is required for corporations formed in New Mexico, view the table below.


    New Mexico Corporation Annual Report Requirements:

    Agency:New Mexico Secretary of State - Corporations Bureau
    Filing Method:

    Online (paper forms are no longer accepted).

    Agency Fee:

    $25

    Due:

    Biennially by the 15th day of the fourth month following the close of your fiscal year. Look-up your corporate record and next biennial report due date here.

    Law:

    New Mexico Statutes § 53-5-2. 

    Penalties:

    $200 late fee.

    Notes:
    • An officer must file.
    Fact Checked:1/11/21

    For more details, see our New Mexico annual report information center page.

    You will need to demonstrate your company’s good standing to banks, customers, and other state agencies. After all the work involved in forming your New Mexico corporation, don’t let a missed annual report filing cause your new business to fall out of compliance.

    Tracking and filing annual reports on your own can be time consuming and lead to accidental lapses. Protect your corporation’s good standing with Managed Annual Report Service, which tracks and automatically files reports on time, every time, so you can focus on your business.

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