New Mexico Corporation
Everything You Need to Know About New Mexico Corporations:
New Mexico Incorporation Options
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How to Incorporate in New Mexico
To start a corporation in New Mexico, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Incorporation with the Business Services Division. While New Mexico offers efiling for some services, incorporation requires filing a paper form. The articles cost a minimum of $100. Once filed with the state, this document formally creates your New Mexico corporation.
Per NM Stat § 53-11-11 (2019), every New Mexico corporation must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your corporation. But you’ll need to know if your preferred name is available. To find out, visit the New Mexico Business Search and browse until you find the perfect name for your corporation.
Once you know who your registered agent will be and what your corporation name is, you’re ready to file your New Mexico Articles of Incorporation. Follow along with our filing instructions below:
Filing the New Mexico Articles of Incorporation
Learn more about each Articles of Incorporation requirement below. Note that the information you provide becomes part of the public record—permanently.
Better yet, skip the form entirely and hire us to incorporate your New Mexico business. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private. And for the cheapest way to start a business? Pay just $47 out the door with our Corporate Guide Service monthly payment option.
1. Corporate Name
Your name must include “Corporation,” “Incorporated,” “Limited,” or an abbreviation for one of these words. Many corporations opt to keep it simple with “Corp” or “Inc.”
2. Authorized Shares
List the aggregate (total) number of shares you wish to create. If you have classes or series of shares, you’ll need to attach a schedule explaining their rights and limitations.
Don’t worry, this isn’t as existential as it sounds. Your corporation’s purpose is your primary business activity. New Mexico requires a specific purpose, but it only needs to be a few words, such as “real estate” or “art restoration.”
Under Article 3, you can also elect to be a Benefit Corporation, which means you have language in your bylaws elevating the obligations of your purpose beyond profit. For example, part of the purpose of a Benefit Corporation may be to improve the community or to maintain a zero carbon footprint. Benefit Corporations are subject to NM Stat § 53-12-7 (2020), which includes requirements such as publishing an annual benefit report.
Want your corporation to continue indefinitely? Check “Perpetual.” Prefer to put a self-destruct timer on your business? Enter an end date or the number of years you’d like your New Jersey corporation to exist. Tip: Most corporations are perpetual.
5. Registered Agent and Address
For your New Mexico registered agent, you can list a corporation (but not your own) or an individual New Mexico resident (such as yourself). Your agent must also sign and submit a Statement of Acceptance of Appointment, which is included in the Articles of Incorporation packet. Rather not list your personal home or office address on this public document? When you hire Northwest as your registered agent, our information will go here.
6. Principal Place of Business
You’ll need both a physical and mailing address for your principal place of business, which sounds like a big privacy problem, but wait: when we’re your registered agent, we use our Santa Fe address here.
List the names and addresses of your initial directors. You must list at least one, though their residential address is not necessary. A business address is fine (use ours when you hire us).
8. New Mexico Incorporator
Your incorporator is the person who signs your Articles of Incorporation. You must have at least one incorporator, but it doesn’t have to be a director, officer, or anyone in your corporation—just someone you authorize to submit your articles. Incorporators must include their names and addresses. Tip: We’ll be your incorporator when you hire Northwest to form your New Mexico corporation.
Why Have a Registered Agent Form Your NM Corporation?
Professionals in New Mexico hire registered agent services like Northwest Registered Agent for incorporation—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. Our office is in Santa Fe, NM. We’re on a first name basis with the people who work in the Business Services Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Santa Fe registered office address on your corporation’s formation documents. Why? If you’re starting a business from your apartment in Albuquerque, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding, Business Address and More
At Northwest, we do everything a registered agent should do and more. You can list our address as your business address on your state filings. We include limited digital mail forwarding with registered agent service (up to 5 pieces of regular mail per year; $15 a doc after that).
Plan on accepting credit cards? We also offer a Free Credit Card Processing Consultation. Our specialists work with processors to negotiate low rates and better contracts for our clients.
And now, try our in-house Northwest Phone Service for 60 days, free of charge with our formation service. Get a virtual phone number with your choice of area code, make and receive calls from any device, and more—for just $9 a month.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your corporation in New Mexico. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My NM Corporation Is Formed?
After your New Mexico Articles of Incorporation are approved, you still have a few more important steps to take, including getting an EIN, drafting bylaws, holding your first meeting, opening a bank account, and learning about state reporting and tax requirements.
Get an EIN
Your federal employer identification number (commonly known as an EIN or FEIN) is similar to a social security number for your business. The IRS assigns these numbers and uses them to easily identify individual corporations on tax filings, including federal corporate income tax returns.
Why does my New Mexico corporation need an EIN?
The IRS requires corporations to get an EIN for their federal tax filings. You may also be asked for your EIN when opening a bank account, securing a loan, or applying for local business permits and licenses.
How do I get an EIN for my corporation?
You can get an EIN directly from the IRS. The application is free, and most businesses can apply online. However, if you don’t have a social security number, you’ll need to submit a paper application form. Can’t bear to fill out yet another application? Hire Northwest to get your EIN for you. Just add on EIN service during checkout when you sign up for our incorporation service. Or choose our Corporate Guide Service—an EIN is included.
Write Corporate Bylaws
Bylaws are the internal rules you set for your business. They put into writing how decisions will be made and who gets to make those decisions. All the major organizational processes and procedures for your corporation will go in your bylaws.
For more on New Mexico Corporate Bylaws (including a free New Mexico Corporate Bylaws template), see our New Mexico Corporate Bylaws resource.
Do I need bylaws for my New Mexico corporation?
Yes. NM Stat § 53-11-27 (2019) notes that bylaws shall be adopted by the board of directors.
You don’t have to submit bylaws to the state though. Corporate bylaws are internal documents you keep with your other corporate records, such as meeting minutes and resolutions.
What should bylaws include?
Corporate bylaws cover basic policies and procedures for issues such as company finances and management. Bylaws should cover a range of topics, answering key questions like those below:
Meetings: When and where will meetings for shareholders and directors be held? How many attendees are required to transact business? What are the procedures for voting or proxy voting? How do you call a special meeting? What actions can be taken without a meeting?
Stock: How are stock certificates issued and transferred? How is voting affected by issues such as corporate stock owners or fractional shares?
Directors and officers: How many directors must there be? Which officer positions are required? What powers do they have? How do you fill a vacancy or remove a director or officer?
Finances: What are the procedures for retaining profits, issuing dividends, and paying bills? Who can withdraw money from the corporate bank account or sign checks?
Records: Where is the corporate book to be kept? What information will be maintained? How are requests for review or access honored? Can records or copies be kept or distributed digitally?
Amendments and emergencies: Who can amend bylaws and how? Can emergency bylaws be adopted in the case of disaster?
New Mexico bylaws can make other provisions as well, assuming additions are in accordance with state law. For example, NM Stat § 53-11-27 (2019) states that the power to change the bylaws can be granted to the shareholders and not the board of directors in the Articles of Incorporation.
How do I write bylaws?
Creating bylaws can be overwhelming—where do you start? Northwest can help. We give you free corporate bylaws when you hire us to form your New Mexico corporation. We know what kinds of topics and questions corporations need to address, and we’ve spent years refining and improving our forms. We offer many other free corporate forms as well, including templates for resolutions and meeting minutes.
Hold an Organizational Meeting
An organizational meeting is the first official meeting of the corporation after the business is legally formed with the state. At this meeting, bylaws are adopted, officers are appointed, and any other initial business is conducted. The first meeting minutes should also be recorded and added to your corporate record book.
Are there any special rules for New Mexico organizational meetings?
You’re required to give a minimum of three days notice before holding the meeting in writing by mail to each director stating the time and the place of the meeting. The meeting doesn’t have to be held in New Mexico.
Open a Corporate Bank Account
Businesses that mix personal and business finances together risk losing their liability protections, so your corporation will need its own bank account. In addition, a corporate bank account is essential for easily accepting payments, paying bills and holding funds.
How do I open a bank account for my New Mexico corporation?
To open a corporate bank account in New Mexico, you’ll need to bring the following with you to the bank:
A copy of the New Mexico corporation’s Articles of Incorporation
The corporation’s bylaws
The corporation’s EIN
If your bylaws don’t specifically assign the power to open a bank account, you may also want to bring a corporate resolution to open a bank account. The resolution would state that the person going to the bank is authorized by the business to open the account in the name of the corporation. At Northwest, we provide free corporate bank resolutions, along with many other free corporate forms, to help you get started fast.
File New Mexico Reports & Taxes
In New Mexico, corporations file an initial report and a biennial report every other year, along with an annual state franchise tax. In addition, the state has a corporate net income tax.
What is the New Mexico Initial Report?
Within 30 days of registering your New Mexico corporation, you’re required to file an Initial Report with the Secretary of State. This is similar to what you will be filing for your Biennial Report, requiring your contact information and list of your director and officers. This report comes with a $25 filing fee and can be filed online.
What is the New Mexico Biennial Report?
The New Mexico Biennial Report is a form you file every other year in order to confirm or update the same information you provided in your Initial Report. Like the Initial Report, the Biennial Report has a $25 filing fee. While it’s nice that you don’t have to file every year, the large gap between due dates makes it all too easy to forget about this report—and there’s a $200 penalty if you file late. If you fail to file for six months or more, the state can dissolve your corporation. Yikes.
At Northwest, we can help you avoid these late fees and penalties. When you hire us as your registered agent, we’ll send you report reminders to help you stay in compliance. Or, for $100 plus state fees, we’ll take this task off your hands and file your Biennial Report for you.
How much is the New Mexico Biennial Report?
The New Mexico Biennial Report is $25 to file.
When is the New Mexico Biennial Report due?
The Biennial Report is due on the 15th day of the 4th month following the end of your fiscal year, BIENNIALLY. Miss this deadline and pay a $200 penalty.
What should I know about New Mexico corporate taxes?
The New Mexico corporate net income tax rates are:
4.8%: under $500,000
5.9%: over $500,000
New Mexico corporations (including S corporations) are also subject to the state’s franchise tax, which is a flat $50 each year.
The state sales tax rate is 5.125%, but local areas can add on additional sales taxes, making the average total rate just over 7%. To get an idea of what customers are paying at the counter, below are the total sales tax rates for New Mexico’s 5 largest cities:
Las Cruces: 8.3125%
Rio Rancho: 7.4375%
Santa Fe: 8.4375%
Do corporations have to register with the New Mexico Taxation and Revenue Department?
Yes, in addition to a federal tax ID, corporations also need to obtain a state taxpayer ID before filing their Initial Report. To get an ID, register with New Mexico’s Taxation and Revenue Department.
New Mexico Corporation FAQs
How can I submit the New Mexico Articles of Incorporation?
New Mexico Articles of Incorporation must be filed by mail or in person (may be limited due to COVID). Mailed filings must be submitted to the following address:
New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501
How much does it cost to start a New Mexico corporation?
$125 minimum. The filing fee is $100 as long as you are issuing 100,000 shares or fewer (this is true in most cases). If you are issuing more than 100,000 shares, the fee goes up by $1 per 1,000 shares, but tops out at $1,000. There is also a $25 fee for your initial report filing.
Hire us for a one-time fee of $350, including the state filing fees and initial report fee. Our incorporation service includes a year of registered agent service, free mail forwarding, a business address and more. Need it expedited? Your total cost is $510 for 1-day filing. Or, pay just $47 out the door with our Corporate Guide Service monthly payment option.
How long does it take to start a New Mexico corporation?
Typically 4-7 business days once received. However, during COVID, there may be increased filing times.
Does a New Mexico corporation need a business license?
The state itself doesn’t have a general business license. However, cities and counties often have their own licensing requirements. For instance, the two largest New Mexico counties, Bernalillo County and Doña Ana County, both require businesses to obtain an annual business license before operating within the county.
What is a foreign New Mexico corporation?
A corporation formed outside of New Mexico—but which conducts business in the state—is considered a foreign New Mexico corporation. For example, if you incorporated in Texas but decide to open a storefront in New Mexico, you would be a foreign New Mexico corporation. This also means you would need to register with the state by filing an Application for Certificate of Authority with the New Mexico Secretary of State. Foreign corporations are required to file the New Mexico biennial Report.
Can Northwest help me form a nonprofit corporation?
Absolutely! We’re happy to start a nonprofit corporation for you. Note that incorporating an New Mexico nonprofit requires a different form. The filing fee is lower as well ($25). New Mexico nonprofits must file an annual report each year.
How can I get a New Mexico phone number for my corporation?
It’s a conundrum: you need a local number to display on your website and give to customers, but you don’t want to make your personal number quite so…public. We get it. And we’ve got you covered with Northwest Phone Service. We can provide you with a virtual phone number in any state—plus unlimited call forwarding and tons of easy-to-use features. You can try Phone Service free for 60 days when you hire us to form your corporation, and maintaining service is just $9 monthly after that. No contract required.
How to Order New Mexico Incorporation Service
Our New Mexico incorporation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
We offer flexibility with two different options for payment. You can pay everything up front, which includes a full year of registered agent service. Or, pay just $47 out the door with our Corporate Guide Service monthly payment option. With our Corporate Guide Service, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
Next, we’ll prepare and submit your New Mexico Articles of Incorporation to the Business Services Division. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the New Mexico Business Services Division has approved your filing, we notify you that your New Mexico corporation has been legally formed. You can now move on to next steps, like holding your organizational meeting and opening a bank account.