If your business is looking to operate in a state different from the one in which it’s registered, a certificate of authority provides important information about your business and will allow you to legally conduct business in that state.
Anytime your business operates outside of the state in which it’s registered, there’s a good chance that you’ll need to produce a certificate of authority, certificate of good standing, and obtain a registered agent.
For example, if your business opened an office or any physical location in a different state, hired employees that reside in a different state, or wanted to start a new job or contract in a different state, all of these scenarios would require a certificate of authority. You may also find that a certificate of authority is required by a vendor, bank, or licensing authority.
It’s important to note that if you operate your business in another state without having obtained a certificate of authority, you are likely to be fined or face penalties.
How to Obtain a New Mexico Certificate of Authority
If your company is registered outside of New Mexico, you must first apply for a certificate of authority with the New Mexico Secretary of State (in particular, the Public Regulation Commission) before conducting business in the state.
This certificate will allow your business to legally operate in the state of New Mexico and eliminate any need for your company to incorporate a new entity in the state.
To obtain a New Mexico certificate of authority for your business, you must file an Application for Certificate of Authority with the New Mexico Public Regulations Commission. This application costs $200 (minimum fee) to file and can be submitted in person or by mail.
The filing fee ranges between $200 and $1,000, depending on your corporation’s number of authorized shares and the estimated dollar amounts for the following items:
- The gross amount of business that will be transacted at or from places of business in New Mexico.
- The value of all property to be owned and located in New Mexico.
- The gross amount of business that will be transacted at or from places of business wherever transacted.
- The value of all property to be owned and located wherever.
Note, however, that the maximum filing fee is $1,000. There is no scenario in which your filing fee will exceed this amount regardless of your answers and estimates for these questions.
In addition to the application and filing fee, you’ll need to obtain a Certificate of Existence and a Certificate of Good Standing from your home state. Both certificates must be dated within 30 days.
Your application will take a little time as the New Mexico Secretary of State office processes it. The average processing time for this certificate is 15 business days. However, once it is completed successfully, you’ll receive your Certificate of Authority in the mail, along with a copy of the application you filed.
Understanding the Role of Registered Agent
As we noted in the steps above, in order for your certificate to be approved, you must select a registered agent for your company. This step cannot be overlooked, as a registered agent is required to sign your certificate of authority filing. You must list the name of your registered agent, as well as a physical address in the state of New Mexico (cannot be a P.O. box).
Beyond this, your registered agent serves an important role for your company. A registered agent is the person you designate to receive legal mailings on your company’s behalf. Additionally, your registered agent must be available during normal business hours to receive Service of Process.
In the state of New Mexico you have the option of designating yourself as registered agent. Your designee can also be a friend, family member, or a registered agent service. Note, however, that regardless of your choice, the person must be a resident of New Mexico or entity authorized to operate in New Mexico.
In some cases, a registered agent may also assist with keeping track of reporting requirements for your entity in the state, such as an annual or biennial report.
One such way to keep track of reporting requirements is by searching your entity using the Entity Name Search on the Secretary of State website. Here, you will see your entity’s current good standing through date. The through date listed will also be the date on which your report is due.