Form a Corporation in New Mexico.

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Choosing a Corporation Name

Choosing a name for your startup New Mexico corporation is one of the first official steps toward actually conducting business in the Land of Enchantment. The business name you choose must be able to be readily distinguished from the names of all other business entities, government organizations, and political parties registered of reserved on the New Mexico state rolls.

Your new business’ name must include one of the following words or an abbreviation thereof: “Incorporated,” “Corporation,” “Company,” or “Limited.” The name also must not state or imply that the corporation is organized for some purpose other than the one specified in its articles of incorporation or one permitted by state law.

Available corporate names may be reserved for up to 120 days for a fee of $25.

Articles of Incorporation

Before they can start operations, New Mexico corporations must file articles of incorporation with the Corporations Bureau of the state Public Regulation Commission. The articles must be delivered by at least one incorporator, accompanied by the filing fee. The filing fee, based on the number of shares authorized in the articles, is $1 for each 1,000 shares authorized, with a minimum amount of $100.

The following information must be included in the articles of incorporation:

  • The name and address of each incorporator
  • A specific business purpose of the corporation (to which you may also add language stating that the corporation may engage in any lawful business for which corporations may be incorporated under the New Mexico Business Corporation Act)
  • The names and addresses of the corporation’s initial directors
  • The number of shares that the corporation is authorized to issue
  • If applicable, the articles must have a designation of each class and series of shares, as well as statements of their relative rights and the authority of the board to divide or change the designation of such shares
  • The street address of the corporation’s initial registered office
  • The name of the new corporation’s initial registered agent at that office
  • The corporation’s period of duration, if it is not to be perpetual
  • Any shareholder preemptive rights

New Mexico law also allows (but does not require) optional items to be included in the articles of incorporation for those corporations who wish to formally specify additional information, such as:

  • The minimum consideration for any authorized shares or class of shares
  • The powers and constraints of the corporation, its board of directors, and shareholders
  • Provisions regarding the liability of directors in certain situations

New Mexico does not require a new corporation to state a par value for shares. Most incorporators authorize one class of common shares with equal voting, dividend, and liquidation rights and no special restrictions. Most incorporators simply authorize 100,000 shares, which is the most you can authorize for the minimum filing fee of $100.

Registered Agent and Office

Every New Mexico corporation must have a registered agent in the state-the person or office designated to receive official state correspondence, both administrative and legal. The registered agent must be either a New Mexico resident whose business office is the same as the registered office, or a corporation with a business office identical to the registered office.

The registered office may be any of the corporation’s places of business in New Mexico.


Bylaws lay out the corporation’s basic managerial and legal operating principles that manage their internal affairs. New Mexico corporations must keep a copy of their bylaws at their principal executive office, but are not required to file them with the state. At its initial meeting, the board of directors should adopt corporate bylaws, and then keep them updated as time goes on.

The board of directors of a corporation may adopt, amend, or repeal bylaws, unless the articles reserve this right to the shareholders. Bylaws normally address:

  • Shareholders and directors meetings
  • The authority, number, and tenure of directors
  • Voting procedures
  • The duties, responsibilities, and tenure of officers
  • How stock is issued
  • How and when annual financial information is provided to shareholders


Officers are listed in the initial bylaws or elected by the board of directors, and may appoint other officers in accordance with the bylaws. One officer has the responsibility of preparing minutes of director and shareholder meetings, and for maintaining and authenticating corporate records.

It is permissible for an officer to hold more than one office in the corporation unless otherwise prohibited by law or by the corporation’s bylaws. An officer may hold more than one office in the New Mexico incorporation.

Requiment Reports

Your new corporation must file a report with the Corporations Bureau of the Public Regulation Commission within 30 days after the date of incorporation. After that, the report must be filed by the 15th day of the third month following the end of the corporation’s fiscal year. This report must include:

  • The corporation’s name
  • The mailing and street addresses of the corporation’s registered office
  • The name of the corporation’s registered agent there
  • The names, addresses, and office term expirations of the corporation’s directors and officers
  • The address of the corporation’s principal place of business
  • A brief description of the nature of the corporation’s business
  • The date of the next annual shareholders’ meeting for the election of directors
  • The corporation’s taxpayer identification number

The corporation must also send its shareholders an annual financial statement, including at least a year-end balance sheet and an income statement for that year.


New Mexico’s corporate tax structure is made up of three brackets. The top rate of 7.6 percent only takes effect at $1,000,000 of net income. They must also pay an annual franchise tax of $50. Among states that have corporate income taxes, New Mexico ranks 20th.

Learn more about incorporating in New Mexico

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The Basics To Get You Started Preliminary company name clearance and filing of Articles of Organization.

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EIN / Tax ID Number Providing an EIN is required to open a
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Personalized Operating Agreement Includes most common provisions to protect members from liability

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Expedited Filing Expedited processing speeds the turn- around time for your order.

Customized LLC Kit Personalized slip binder and embossed seal with your company name and date of formation.

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Commonly Asked Questions For Starting a New Mexico Corporation

How is a Corporation Taxed?
Unlike many other business entities in which the profits pass through to the owners' personal tax return (e.g. LLCs, S Corporations, etc.), the C Corporation is a completely separate taxable entity. The C Corporation pays federal taxes on the net profits (after all expenses, including salaries and bonuses) of the business by filing the 1120 form with the IRS. The after tax profits can be paid out to the owners (shareholders) in the form of dividends, or retained for reinvestment of the business. The first $50,000 of net income is only federally taxed at 15% rate, and the next $25,000 is taxed at a 25% rate. Different states have different rules on how they tax corporations.
What is the Management Structure of an Corporation?
An LLC is typically managed by its members/owners (referred to as member-managed). In that respect an LLC is unlike a corporation, which has a much more rigid and defined management structure, including directors and officers. All owners of the LLC are typically referred to as members, and they can have control and voting interest proportional to their ownership interest, or in proportions different from their ownership interest; however the members agree.
Are Non-U.S. Residents Allowed to Own a Corporation or LLC?
There are no citizenship or residence requirements for ownership of a C Corporation or an LLC. The S Corporation however does not allow nonresident aliens to be shareholders (owner), but any US citizen or resident alien may be a shareholder (owner). You would, of course, require an in state street address for the state to forward official legal and tax correspondence including service of process, known as the registered agent address, but neither residency nor citizenship is required for ownership of a C Corporation or an LLC.
Can I form an Corporation with just one member?
There was a time when almost every state required the LLC to have two or more members, but that is no longer the case. This important change came in response to revised IRS regulations that clearly permitted single-member LLCs. As a result, in most states, if you plan to be the sole owner of a business and you wish to limit your personal liability, you can choose between forming a corporation or an LLC.
What is an Operating Agreement?
The operating agreement is akin to a partnership agreement for a General Partnership or Limited Liability Partnership (LLP). It is an internal contract amongst the members/owners of the LLC, and it lays out such things as ownership interest, member responsibilities, accounting method, adding or removing members, terms for concluding the LLC, etc. It is generally not required by a given state for forming an LLC (with the exception of New York), although it is certainly recommended. When dealing with private companies for financing issues (loans, mortgages, etc.) it may be required by that company. A customizable operating agreement is included with the LLC/Corp Kit.
Can another business entity be a member of an Corporation?

In the majority of states, The members of an LLC can be individuals, corporations, or other LLCs. These members of the LLC can be out of state residents or even foreign nationals. Furthermore there is no limit to the amount of members that an LLC can have.

The flexibility of an LLC in contrast to an S Corporation is stark considering the S corporations are limited to 75 shareholders who must either be United States citizens or Lawful Permanent Residents.

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