If you are interested in forming a corporation in the state of New Mexico, you must first complete and file Articles of Incorporation with the Secretary of State. These articles serve as a legal document that both creates your corporation and confirms this with the state. Accurately filing your articles and receiving approval from the state is necessary before your business can apply for a tax ID, employer identification number, or any other licenses or permits that may be necessary for your specific location or industry. The Articles of Incorporation are available on the Secretary of State website and can be filed online, as well. Below, we've outlined the steps necessary for a complete and accurate filing with the state.
In order to begin your Articles of Incorporation, you will need to choose a unique and appropriate name for your corporation. The name must be unique from all other active businesses in New Mexico. To be certain that you have selected an available name, conduct a corporation and business entity search on the New Mexico Secretary of State website. The tool is free to use. Additionally, the name must include an appropriate corporation identifier. Appropriate identifiers include “incorporated”, “corporation”, “company”, “limited”, or abbreviations of these options.
Your corporation will appoint a board of directors to act as its governing body. In drafting your bylaws, be sure to include your board's information, such as names, tenure length, number of directors, and the number required for a quorum. In addition, be sure to include the responsibilities of board members and a process for filling vacancies.
Your next step will be to list the address of your corporation's principal place of business. In the event that you have enlisted a formation service, you can list the address that your attorney has specified. Most commonly, the specified address is the address of the attorney's office. Clients choose this method when they are interested in shielding their address information from public view, such as with a home business.
In order to remain in good standing with the state of New Mexico, your corporation must maintain a suitable registered agent. Your registered agent must have a street address in New Mexico, such as a home or office, and be available at that address during regular business hours. The registered agent's duties include receipt of official documents and legal notices on behalf of the corporation. Additionally, the registered agent must ensure delivery of those documents in a timely manner.
Also, when filing out your Articles of Incorporation, you must include the information of your incorporator. This information includes a name, signature, and address for the person that signs and files your articles. There is no requirement that this person must be associated with your corporation in any capacity beyond this step. Additionally, if you are using a formation service, you can designate your attorney to serve as your incorporator and file your articles. In this case, the name, signature, and address of your attorney would be used.
You must also determine ownership of your corporation through the issuance of shares of stock. The two classes of stock that your corporation can issue are preferred stock and common stock. Most corporations forgo preferred stock and instead issue only common stock, which offers basic ownership stake and voting rights. Your corporation might be interested in issuing preferred stock, however, to ensure special guarantees to certain stockholders, such as dividends, voting rights, and more. Another important step is to determine your corporation's stock par value. The par value determines the minimum price at which shares can be issued.
As noted above, there are several steps in the Articles of Incorporation process that can be assisted and completed by a formation service or attorney. When an attorney serves as your incorporator, you are free to keep your personal information private. Additionally, enlisting an attorney as your registered agent is a smart way to ensure your articles are filed correctly and your corporation maintains good standing with the state.
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