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Why Start an NM Corporation?

The state of New Mexico offers a range of business incentives, setting up businesses with tools for success. Your corporation may be able to take advantage of these incentives, provided it meets qualifying criteria.

For example, the Job Training Incentive Program (JTIP) funds on-the-job and classroom training for expanding or relocating businesses for up to 6 months. JTIP provides cash reimbursement of 50-75 percent of wages.

For many entrepreneurs looking to form a larger business, an NM incorporation may be the best choice. As a corporation, your business is able to buy and trade stock, and when it comes to excess profits, corporations offer more flexibility than a limited liability company (LLC). A corporation is allowed to pass income and losses to its shareholders, who report taxes on an individual tax return at ordinary levels.

Is an LLC Better Than a Corporation?

It all depends what your goals are. For smaller businesses, limited liability companies are usually a better option. An LLC is easier to set up and receives many of the same benefits as corporations, but with less regulation.

Learn more about forming a New Mexico LLC so you can decide which business entity is right for you.

Benefits of Forming a New Mexico C Corporation

It offers you numerous advantages, including but not limited to:

  • The strongest form of liability protection possible by insulating your personal assets and finances from business debts, obligations, damages, bankruptcy or other liabilities
  • Several options to create, buy, sell or transfer stock, including publicly
  • The ability to issue more than one type of stock
  • The ability to raise more funds by issuing more stock
  • The ability to sell stock to investors inside and outside the U.S.

Benefits of Forming a New Mexico S Corporation

It offers several advantages similar to those provided by a C Corp including, but not limited to:

  • Options for creating, transferring and selling stock, though not as many as a C Corp
  • The capacity for up to 100 shareholders
  • Simpler rules than those that apply to C Corporations
  • Easy transfer of ownership simply by selling your stock
  • The possibility of saving money by allowing you to pay less self-employment tax

In this guide, you’ll find information on naming your corporation, getting a Registered Agent, the fees you’ll need to pay, business taxes and much more. We also cover what you'll need to register your corporation and how you'll interact with the Secretary of State in New Mexico.

Start a Business in New Mexico Checklist

To help you along the way, use our Starting a Business checklist to keep track of everything you need to do to get your business up and running.

 

How to Form an NM Corporation Yourself in 6 Steps

1

Choose a Unique Business Name and Complete a State Business Search

Every New Mexico business must have a unique name that isn't already being used by another business in the state. If think of the perfect name, try using our Business Name Generator to gather ideas. You'll need to follow a few naming rules, which you can read about in detail on the New Mexico Corporation Names page.

Once you’ve chosen a name, you’ll need to make sure it’s available in New Mexico. To see whether another company in the state is using your desired business name, use our tool to do a New Mexico entity search.

You can also carry out a name search on the state's business portal. Before you can perform a search, you must first create an account to use and access the New Mexico business portal.

We can check New Mexico corporation name availability for you

2

Provide an Official Business Address for Your Corporation

All NM corporations must have a designated address. It could be a building where your office is located or any physical address of your choice. It can even be the address of your residence (if you’re running the company from your home). The address can be outside the state of New Mexico and can be a P.O. Box.

You may also be able to use a virtual mailbox for your business address. Incfile can provide you with a New Mexico virtual mailbox where we'll receive your mail and scan it for your online review. This can be especially helpful if you run a home-based business and don't want your home address published as part of your business public record.

3

Assign a Registered Agent

Someone who receives official correspondence and is responsible for filing reports with the New Mexico Secretary of State is known as a Registered Agent. Every New Mexico corporation is required to have a Registered Agent.

You can fill this position yourself, assign another manager in your business or use a Registered Agent service. If your Registered Agent in New Mexico is a person, they must have a physical street address in New Mexico and must be available during business hours to receive important documents on behalf of your company. You'll appoint your Registered Agent when you file your Articles of Incorporation with the Secretary of State and formally create your corporation.

All of Incfile’s business formation packages include Registered Agent service. It’s free for the first year and just $119 per year after that. You can also access a digital dashboard to view any document we've received on your behalf.

4

File Your Articles of Incorporation with the New Mexico Secretary of State

Once you've gathered all the information for your corporation, you’ll need to file a form (Articles of Incorporation) with the Secretary of State. This will officially create your business.

Here’s what is typically included:

  • Your business name
  • The corporation’s capital structure (number of shares to be issued)
  • Your corporation's purpose
  • The corporation's period of duration
  • Registered Agent's name and address
  • The principal place of business
  • The names and addresses of the initial board of directors
  • The name and address of each incorporator
  • Signature and name of incorporator(s)
  • Attached Statement of Acceptance of Appointment by Initial Registered Agent

Although most forms will be filed online via the New Mexico business portal, your Articles of Incorporation must be filled out, printed, and then submitted. You can mail or courier the form to the Office of the Secretary of State, hand deliver it yourself or Incfile can file it on your behalf. 

File by Mail

New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501

You only need to file your Articles of Incorporation in New Mexico once, but you're also required to file periodic reports with the Secretary of State. An initial report is due within 30 days of formation, and a biennial report must be filed with the Secretary of State once every other year thereafter. Incfile can remind you about this every two years, or we can do it for you if you have us handle the paperwork.

Important: Remember to include all required information with your Articles of Incorporation. A attached and signed statement of acceptance of appointment by the designated initial Registered Agent must be present for incorporation.

Let Incfile Handle All the NM Incorporation Paperwork for You for $0 + the State Fee

What are the fees and requirements to incorporate in New Mexico?

State Fee State Filing Time Expedited Filing Time
$100 5 weeks 3 weeks
State Fee $100
State Filing Time 5 weeks
Expedited Filing Time 3 weeks

Annual Report

Frequency

Biennially

Due Date

Before the 15th day of 3rd month after close of fiscal year.

Filing Fee

$25

5

Get an Employer Identification Number (EIN) from the Internal Revenue Service

You'll need an EIN to identify your business to the IRS. You use an EIN for filing and paying taxes, submitting payroll information and payments for your employees and opening a business bank account. You can obtain one directly from the IRS, or Incfile can get one for you as part of the NM corporation creation process.

6

Write Bylaws

Bylaws are a set of rules that govern how a corporation will be run, and detail how many directors the corporation will have, whether the board of directors will have annual meetings and what the voting requirements will be, among other things.

Some states legally require companies to create bylaws, and the state of New Mexico is one of them. You don't need to file your bylaws with the Secretary of State however, simply keep them with your other business records.

It's always a good idea to write and follow bylaws to protect your business from any future changes and events.

Types of NM Corporations

C Corporation

When you file to start a corporation, by default, it's a C Corp. This is the choice for large businesses that will trade shares in the stock market.

A New Mexico C Corporation will offer you several liability protections, but it will also be required to adhere to numerous strict rules and regulations. It will also likely have a substantial amount of administrative overhead, and won't enjoy as many tax advantages as other corporation types.

Learn more about C Corporations.

S Corporation

Technically, an S Corporation isn't a business entity the way LLCs and C Corporations are. It's a tax filing status. An LLC or a C Corporation can be an S Corporation. It's just a matter of filing a form with the IRS.

The main reason to file as an S Corp is to save money on self-employment taxes. To get an idea of how much money you might save, use our S Corp Tax Calculator.

If you want your New Mexico C Corporation to be treated as a New Mexico S Corporation, file the IRS Election by a Small Business Corporation form, also known as Form 2553 or an S Corp Election form.

Consult with your tax professional or accountant to determine whether this is your best option.

Learn more about S Corporations.

Compare S Corp vs. C Corp to learn the benefits and drawbacks of both, and decide which one will best suit your needs.

Professional Corporation

Some states, including New Mexico, allow certain occupations to form Professional Corporations. In New Mexico a Professional Corporation is allowed to be formed to provide professional services. New Mexico Statutes, Chapter 53, Article 6, § 53-6-3 defines a "professional service" in New Mexico as:

"...any type of personal service to the public which requires, as a condition precedent to the rendering of such service, the obtaining of a license or other legal authorization and which, prior to the passage of the Professional Corporation Act and by reason of law, could not be performed by a corporation."

Chapter 53, Article 6, § 53-6-3 also specifies a few of the professions permitted to form a Professional Corporation in New Mexico, which include, but may not be limited to:

  • Certified public accountants
  • Registered public accountants
  • Chiropractors
  • Optometrists
  • Dentists
  • Osteopaths
  • Podiatrists
  • Architects
  • Veterinarians
  • Doctors of medicine
  • Doctors of dentistry
  • Physicians and surgeons
  • Attorneys-at-law
  • Life insurance agents

Show all

Check with the Secretary of State to confirm whether your business should and can be a Professional Corporation.

Foreign Corporation

If your business operates in another state and you want to expand into New Mexico — or vice versa — you’ll need to form a Foreign Corporation.

Learn more about New Mexico Foreign Corporation registration.

Nonprofit Corporation

Charitable organizations can incorporate as nonprofit corporations. This means all the profits they generate are donated to the organization supported by the charity, minus administrative costs.

A nonprofit corporation is also exempt from federal and state taxes, allowing more of the profit to benefit the charity.

Note: Everything in this guide applies to for-profit corporations, and mostly to C Corps and S Corps. Items listed as requirements for forming a corporation may or may not also apply to nonprofits.

Limited Liability Company

Depending on the type of business you want to start, or your personal circumstances and goals, an LLC may be a better option for you. For example, you may only want to build a small business that you yourself will run with just a few employees and you may not need the options to buy and sell stock.

A New Mexico LLC is typically a better option for a smaller business. It's easier to set up, but it still offers you certain advantages you'd get from a corporation. You can even have your LLC treated as an S Corporation for tax purposes to save you money.

Regardless of which way you decide to go, we can help you with your New Mexico business registration.

Learn more about limited liability companies.

Sole Proprietorship or Partnership

These are the simplest types of businesses to set up. That's because there's no real setup to do. If you don't choose to form a separate business entity, by default, you'll have either a sole proprietorship (just you) or a partnership (you and one or more other people).

Neither of these options provides you with any special benefits or liability protections and can leave your personal assets vulnerable. For these reasons, we don't recommend them.

Compare business entity types to decide which one is best for you.

Helpful Resources from the State of New Mexico

More Information in This Guide

You’ll find plenty more insight and guidance on the other pages of this guide, including:

New Mexico Corporation Names

How to search the state business registry and find the right name. Includes information on naming rules, assumed names, reserving names for NM corporations and more.

New Mexico Registered Agents

How to appoint, change and search for Registered Agents. Also includes the duties they fulfill and the rules they’re required to follow.

New Mexico Incorporation Fees and Requirements

Details the various fees you’ll need to pay and the state and federal requirements you’ll need to meet. Includes details about Employer Identification Numbers (EINs), state and federal business licenses, biennial reports and more.

New Mexico Corporation Taxes

Covers the various taxes you’ll have to pay to the state and federal governments. Includes details about state taxes such as gross receipts, income and franchise, and federal taxes such as income and self-employment.

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