What Is Included in New Mexico Corporate Bylaws?
The bylaws of your New Mexico corporation should account for any situation the business could likely find itself in: how it will handle finances and distribute revenue, the structure of corporate management, and any other important matters — even how to dissolve the corporation, should that be necessary. Under New Mexico Stat § 53-11-27, bylaws can include any provisions consistent with the law or the corporation’s articles of incorporation, but there are some things any good set of corporate bylaws should cover:
- Meetings
- Stock
- Directors and officers
- Finances
- Records
- Amendments and emergencies
What Information Do I Need to Use Northwest’s Free New Mexico Corporate Bylaws?
Would you prefer to focus on your business? Leave the heavy lifting of creating your bylaws to us! Our lawyers drafted a comprehensive corporate bylaws template you can use for free. You can even fill it out on this page, save it in a free account for later, and download a completed draft to sign.
In order to fill out our free corporate bylaws template, you’ll need your:
This must be your business’ legal entity name, or the name you put on your New Mexico Articles of Incorporation.
List when (date and time) you will hold annual meetings for shareholders.
Once your board of directors have approved the bylaws for the corporation, fill in the date.
The director signs the bylaws to approve them on behalf of the board of directors.
You should also expect to maintain current lists of all shareholders and directors.
Why Do Corporate Bylaws Matter in New Mexico?
Bylaws are your corporation’s most important internal documents, and you can’t start a legitimate New Mexico corporation without them. Here are some reasons why:
1. Corporate bylaws are legally required in New Mexico.
As stated in New Mexico Stat § 53-11-27, initial bylaws must be adopted by the board of directors. In most cases, the board of directors will adopt corporate bylaws at the first organizational meeting.
2. Corporate bylaws establish the rules and roles within your corporation.
Your bylaws put your corporation’s rules and structure into writing, including the number of directors and officers it will have and what their powers are. Corporate bylaws also establish when and where meetings between directors and shareholders will be held and how voting will work. And if members or directors ever disagree on something, you’ll refer to the policies in your bylaws to resolve the dispute.
3. Corporate bylaws prove that your business is a legitimate corporation.
Investors, landlords, and banks will want to see your bylaws as proof your business is following proper rules and trustworthy. Your bylaws can also help you maintain your limited liability status in a lawsuit. With all of your corporation’s rules and procedures documented in its bylaws, those documents are evidence that your corporation is a separate legal entity with separate liability.
Who Prepares the Bylaws?
In New Mexico, the board of directors prepares a corporation’s initial bylaws, often with a lawyer’s help. You can use our free New Mexico Corporate Bylaws template to get yours started.
Are Corporate Bylaws Legally Binding?
Yes. Directors, officers, and shareholders are legally required to follow their corporate bylaws. Breaking the rules in your bylaws could jeopardize your limited liability and lead to further legal action.
FAQs
No. An operating agreement is a legal document outlining how the owners of an LLC will interact. While similar in many ways, bylaws establish the rules for running a corporation and managing its internal affairs.
No, you don’t need to file your corporate bylaws with the New Mexico Business Services Division. Bylaws are an internal document to keep with your corporation’s other important records, like meeting minutes and resolutions.
No, but we recommend it. It’s useful to have all board members and shareholders sign your initial bylaws, since this signals that everyone is on board with those policies.
Under New Mexico Stat § 53-11-27, the board of directors has the power to amend bylaws, unless the Articles of Incorporation specify that the shareholders and not the directors will have this power. Otherwise, the rules for amending bylaws should be written into the bylaws themselves. Your bylaws could require a two-thirds majority of votes to amend bylaws, or define a new quorum (the minimum number of people required to be present for a vote).