Form a Corporation in New Mexico.

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

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

Directors

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.

Taxes

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.