Company Name:
The name shall contain the word "corporation", "incorporated" or "limited" or an abbreviation of one of such words, "Inc.", "Corp." or "Ltd.". The words "Bank," "Insurance," "Little League," "Olympic" and "Trust" cannot be used.
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Articles of Incorporation.
Company names in New Mexico can be reserved for 120 days.
Formation Document:
The formation document required to file a corporation in New Mexico is called the Articles of Incorporation. The information listed in the Articles of Incorporation includes, but not limited to, the name of the company, purpose, duration, shares, par value, principal office address, directors names and addresses, incorporators name, address and signature, and registered agent name and address.
Professional Corporations:
New Mexico law does allow for the formation of Professional Corporations (PC's).
Directors/Officers:
Corporations are managed by their Board of Directors. The minimum number of directors required in New Mexico is 1 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
Bylaws:
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director/shareholder meetings, voting responsibilities, stock issue procedures and other operating procedures.
Annual Requirements:
All New Mexico corporations will be required to file a biennial statement every two years with the Department of State. The statement will request updated information on the name and address of the chief executive officer, the principal executive office, and the address for service of process. The statement is due the 15th day of the 3rd month following the end of taxable year biennially. Failure to file the report may result in the company becoming inactive.
Assumed Name DBA:
Corporations cannot register an Assumed Name (DBA) with New Mexico.
Dissolution:
New Mexico provides a procedure for voluntarily dissolving a domestic corporation that has issued shares by first filing a Statement of Intent to Dissolve pursuant to Section 53-16-2 of the New Mexico Business Corporation Act, then filing an Articles of Dissolution pursuant to Section 53-16-11 of the New Mexico Business Corporations Act with the Secretary of State. If the corporation has not yet issued shares, an Articles of Dissolution by Incorporator pursuant to Section 53-16-1 of the New Mexico Business Corporation Act should be filed with the Secretary of State.
Taxation:
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
Further, if your corporation wants to apply for S-Corporation Election it should be applied for right after formation. In New Mexico an application for S-Corporation Election is required to be filed with the IRS. An application for S-Corporation Election is not required to be filed with the New Mexico Taxation and Revenue Department.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the New Mexico Taxation and Revenue Department at http://www.tax.newmexico.gov.
Company Name:
The name shall contain, without abbreviation, the words "Limited Liability Company," "Limited Company," "Ltd. Co.," "LC," "LLC" or "L.L.C.". The words "Bank," "Insurance," "Little League," "Olympic" and "Trust" cannot be used.
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose than then stated in the Articles of Organization.
Company names in New Mexico can be reserved for 120 days.
Formation Document
The formation document required to file an LLC in New Mexico is called the Articles of Organization. The information listed in the Articles of Organization includes, but not limited to, the name of the company, duration, effective date for the business, managed by: members or managers, principal office address, organizers name and signature, and registered agent name and address.
Professional LLC's
New Mexico law does allow for the formation of Professional LLC's (PLLC's).
Members/Managers
LLC's are managed by one or more members/managers. The members are like the shareholders of a corporation and are the owners of the company. The managers are like the officers of a corporation and run the company on behalf of the members. The minimum number of members required in New Mexico is 1 and the company can be member managed. The terms of office of the members/managers are stipulated in the company operating agreement.
Operating Agreement
The company operating agreement regulates the way in which your company will be run. The operating agreement is adopted at the initial meeting of the members and is updated as needed. Included in the operating agreement will be information on member/manager meetings, voting responsibilities, membership interest and other operating procedures.
Annual Requirements
New Mexico LLC's are not required to file Biennial Statements with the Department of State.
Assumed Name DBA
LLC's cannot register an Assumed Name (DBA) with New Mexico.
Dissolution
New Mexico provides a procedure for voluntarily dissolving a domestic Limited Liability Company by filing an Articles of Dissolution pursuant to Section 53-19-41 of the New Mexico Business Corporations Act with the Secretary of State.
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc. Visit http://www.irs.gov for more information on federal tax requirements.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the New Mexico Taxation and Revenue Department at http://www.tax.newmexico.gov.
Company Name:
The name shall contain the word "corporation", "incorporated", “company” or "limited" or an abbreviation of one of such words, "Inc.", "Corp.", “Co” or "Ltd.", unless the corporation is formed for charitable or religious purposes, or for purposes for which the approval of the commissioner of social services or the public health and health planning council is required, or is a bar association.
The name shall be as such to distinguish it from the names of other companies of any kind. The name cannot contain words or phrases which indicate that it is being formed for any other purpose then stated in the Certificate of Formation.
Company names in New Mexico can be reserved for 120 days.
Formation Document
The formation document required to file a Not-For-Profit corporation in New Mexico is called the Certificate of Formation. The information listed in the Certificate of Formation includes, but not limited to, the name of the company, specific purpose, duration, names and addresses of the initial directors, name, address and signature of the incorporator, and registered agent name and address.
Directors/Officers
Not-For-Profit corporations are managed by their Board of Directors. The minimum number of directors required in New Mexico is 3 and there is no age requirement. The Board of Directors elects the company officers, President, Vice President (if applicable), Secretary and Treasurer. The terms of office are stipulated in the company bylaws.
You can choose to have a members for your Not-For-Profit organization. The members have the exclusive right to elect directors, amend articles and bylaws, and vote on a merger or dissolution of the corporation. A membership structured Not-For-Profit organization normally benefits the members of the organization, such as a club or social organization. A Not-For-Profit organization that does not have members will be governed by its board of directors as is the case with most charitable organizations.
Bylaws
The company bylaws regulate the way in which your company will be run. The bylaws are adopted at the initial meeting of the directors and are updated as needed. Included in the bylaws will be information on director meetings, voting responsibilities, membership requirements and other operating procedures.
NFP corporations may be required and should keep the bylaws available for review at their principal place of business along with the names and addresses of directors and officers, minutes of all director meetings, records of actions taken by directors without a meeting, a copy of the formation document and any amendments thereto, and the company’s most recent annual report.
Annual Requirements
New Mexico Not-for-profit corporations will be required to file an annual report every year with the Department of State. The statement is due the 15th day of the 5th month following the end of taxable year. However, the first annual report of a NFP corporation shall be filed within thirty days of the formation date. Failure to file the report may result in the company becoming inactive.
Assumed Name DBA
NFP Corporations cannot register an Assumed Name (DBA) with New Mexico.
Dissolution
New Mexico provides a procedure for voluntarily dissolving a domestic NFP corporation. A request for clearance for dissolution must be submitted to the Secretary of State Report Compliance Division, then, in accordance with sections 53-8-47 (Voluntary Dissolution), 53-8-48 (Distribution of Assets) and 53-8-49 (Plan of Distribution) an Articles of Dissolution pursuant to Section 53-8-51 of the New Mexico Business Corporations Act may be filed with the Secretary of State.
Taxation
New entities should obtain a Federal Tax Identification Number (FTIN), also known as an Employer Identification Number (EIN), from the IRS. This number will be required to open bank accounts, have employees, apply for business licenses, file tax returns, etc.
In order to apply for tax-exempt status under section 501(c)(3) of the Internal Revenue Code, an organization must be organized and operated exclusively for exempt purposes set forth in section 501(c)(3) of the IRS code, and none of its earnings may inure to any private shareholder or individual. The company must file Form 1023 for charitable organizations or Form 1024 for other types of tax exempt organizations in order to apply for tax-exempt status. Visit http://www.irs.gov/Charities-&-Non-Profits for additional information.
As all companies are different and have specific filing requirements we suggest that you speak with a tax professional to provide you with tax advice prior to organizing your company. For general tax information you can contact the New Mexico Taxation and Revenue Department at http://www.tax.newmexico.gov.
