1. Registering a Foreign Corporation in New Mexico

Registering a Foreign Corporation in New Mexico

Table Of Contents

  1. Before You Start
  2. Doing Business in New Mexico
  3. Visit the Secretary of State Site
  4. What happens if you don’t register?

Before You Start

This process has a cost that may vary from $200 (minimum) to $1,000 (maximum). This process could also get some extra charges for different extra process: $25 for a non-profit registration, $100 for an expedited process for 2 days and $150 for an expedited process of only 1 day. The fees for a corporation are different than those for an LLC.

Keep in mind that the normal time it takes the process to finish is around a month, plus the time it takes for it to arrive in the mail. However, you could save yourself that time through the expedited process options.

Once the process has ended, you will receive by mail: a Certificate of Authority and a copy of the application you filled in the registration process.

What forms do I have to complete to register my corporation in the State of New Mexico?
The Certificate of Good Standing or Existence, the Application for Certificate of Authority from in Duplicate, and a Statement of Acceptance, as well as the filing fee are all you will need to present.

Do I need any documentation from the state where my business is currently located?
It is required of you to present a Certificate of Good Standing or Existence. Remember, this document has to be an original, unless it was issued to you digitally. Also, the document has to be current, from within the last 30 days.

Will I need a registered agent in New Mexico?
Yes. You will, in fact, need a registered agent. We will gladly offer our services to act as your registered agents for New Mexico. There are many benefits that come from us acting as your registered agents (such as free mail forwarding), so get in touch with us and let us get started! Remember, the registered agent has to sign the filing.

How can I file the Certificate of Authority?
You have two options. You can either fill it out in person or by mail.

How do I do this if I'm out of state?
State of New Mexico
Public Regulations Commission
Corporations Bureau
Chartered Documents Division
PO Box 1269
Santa Fe, NM 87504-1269
Phone: (505)827-4511

The signatures on the New Mexico Corporation Application should be original?
The signature in the original application should be an original one, but the duplicate can be a copy, so you only have to sign it once.

So whose signature is needed for the filing?
It can be signed by any authorized officer representing the corporation

Anything else I have to keep in mind?
County filings and publications are not needed in the state of New Mexico, unless the county in which your registered agent is located requires it.

What about reporting requirements? Any initial or ongoing reports that I have to know about?
You better verify your reporting due date by performing a name search in the official website of the State of New Mexico. Through this, you will be able to check your good standing through date, which will be the same date for you to submit your reporting.

New Mexico for-profit corporation: These corporations have an initial report that will be mailed to you once your filing process is done and will have to be submitted within a period of time no longer than 30 days. These corporations also receive a biennial report.

Non-profit corporations. This corporations receive an annual report every 15th day of the 5th month exactly after they close their fiscal year, which most of the time is on May 15th.

Doing Business in New Mexico

If your company intends on “transacting business” according to New Mexico’s LLC Act it should be registered before engaging in any business. As it is in most of states, the term “transacting business” is not always clearly defined. You may also consider forming an LLC in New Mexico  which is anonymous by default.

According to New Mexico’s laws, a company that has a physical presence in the state should register as a foreign LLC. When the law talks about physical presence it means different things, like a store, an office, or a warehouse, to even a sales representative or workers in the state.

Some other restrictions or changes to the law we’ve mentioned could happen, especially if they include some areas like Internet sales. In the majority of the other cases if you have workers, offices, or stores in any other state, you should register. Learn more about incorporating in New Mexico.

Visit the Secretary of State Site

Visit the New Mexico Secretary of State site here.

To start registering your business in New Mexico you need a Foreign Limited Liability Company Application for Registration. The New Mexico Secretary of State approves these documents, and it can be easily downloaded from the Secretary of the State website.

Filling the form is almost the same process for all the companies that apply. You need some of the documents that you use to create an LLC in the state where your company was created initially. However there are some details that are not required in other states and that maybe you did not expect to be needed, being more specific, New Mexico needs you to provide some documents or information like:

  • The name of your company LLC when it was created in its original state.
  • If you have decided to change the name of your company in New Mexico, you should provide the name under which your LLC will work in this state, this could be also needed if the original name of your company is already occupied in New Mexico.
  • The state where the LLC was originally settled.
  • The date when your LLC was established.
  • It could also be required to specify the exactly place where your company is located.
  • The address of the place where your main offices are placed.
  • The street address and the name of the registered person you have working in New Mexico.
  • The name of all the persons that are related to the LLC in it legal area.
  • The authorized signature of the responsible person of the company.

that your agent is available to assist to any appointment necessary.

In some other cases you must include a Certificate of Good Standing or a Certificate of Existence issued that is appropriately extended by the state where your company was initially settled. The certificate should be original but it can also be presented electronically and it must not be dated. This process has a cost of $100.

Once you have already applied to this process it could take around 1 month to be either accepted or refused and some extra time for mailing depending on which state your company is located. A copy of the registration form will be sent back to you just in order to confirm that your process is already completed.

Don't want to register a foreign entity, and instead want to form a new corporation? Let us do it.

What happens if you don’t register?

Something that you don’t even have to think about is working without the permission of the state of New Mexico, it could give you some problems that can include penalties that reach $200 for every year you have been working without permission. Learn about registering a foreign LLC hereincorporating in New Mexico here,  and setting up a virtual office here.