Register Your New Mexico Foreign Corporation
A New Mexico foreign corporation is a corporation that was formed in another state, but also engages in business in New Mexico. To register a foreign corporation in New Mexico, you’ll need to file an Application for Certificate of Authority with New Mexico’s Secretary of State and pay the filing fee of at least $200. Depending on the number of authorized shares your corporation has, the filing fee can be as high as $1000.
Below we walk you through the steps to register a foreign corporation in New Mexico so you can file with ease on your own. Or if you don’t feel like handling all the paperwork, we’ll file for you!
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GET STARTEDHow to Register as a Foreign Corporation in New Mexico
The process of registering an out-of-state business in a new state is called foreign qualification. When you foreign qualify your corporation in New Mexico, you won’t need to get a new EIN or write corporate bylaws because you already did that when you originally formed your corporation in its home state.
You will, however, have to file an application to do business in the state, as well as a New Mexico annual report, and pay all required state taxes.
Below are the steps for registering as a New Mexico foreign corporation.
1. Name Your New Mexico Corporation
First up, you have to make sure your corporate name is available for use in New Mexico. Use our free business name search to do your due diligence. New Mexico has some rules for naming a corporation (NM Stat § 53-11-7), but here are the basics. Your corporation’s name must:
- be different from any business names registered or reserved in New Mexico
- include an indicator like “Corporation, Corp.,” “Incorporated,” or “Inc.”
Want to make sure your corporate name is available in all fifty states? Here’s how to secure a federal trademark.
2. Designate a Registered Agent
The next step in registering your foreign corporation in New Mexico is to appoint a registered agent. Your New Mexico registered agent must be a person or business with a physical address in New Mexico (no PO Boxes). Your registered agent needs to be available during regular business hours (9am to 5pm) to receive legal notifications and deliver them to your business in a timely manner.
Read up on how hiring Northwest as your registered agent can help protect your privacy.
3. Start Your Business Identity
If you haven’t yet started forming your business identity, now’s the time. Your business identity is the way your business presents itself to potential clients. Everything from your corporate logo, its colors, and even your area code are part of your business identity. And while you’re on your own with coming up with a cool logo and colors, Northwest can help you with a domain (free for the first year), website, phone number, an email address, and more.
4. Get Certificate of Good Standing
New Mexico requires a certificate of good standing to be included with your Application for Certificate of Authority. The process for getting a certificate of good standing varies from state to state, but in most cases you can request one online through your Secretary of State’s office and receive it immediately.
Note: New Mexico will not accept any certificates that are older than 30 days.
5. Submit Your New Mexico Application for Certificate of Authority
To officially foreign qualify your corporation in New Mexico, you’ll need to fill out and submit an Application for Certificate of Authority to New Mexico’s Secretary of State. The filing fee is at least $200, but can cost as much as $1000 depending on how many shares of stock your corporation has, and the value of property it owns in and out of the state.
Here’s the information you’ll need to list on your application:
- Name of corporation in its domestic (home) state
- State where corporation was originally registered
- Date of incorporation
- Email address and phone number of contact person
- Duration of corporation (most check perpetual unless you have an end date in mind)
- Business purpose (real estate, mining, etc.)
- Registered agent name and address
- Business address in New Mexico (if not applicable, check “none”)
- Names, titles, and complete addresses of the initial board of directors
- Number of shares which the corporation has the authority to issue and the number of shares that have been issued, itemized by class and series
- Signature of person organizing application
Note: In order to calculate your filing fee, you’ll also need to provide an estimate value for current fiscal year of:
- gross sales in New Mexico
- value of property in New Mexico
- gross sales in and outside of the state
- total value of property in and outside of the state
Who knew you’d have to be good at math to register a foreign corporation in New Mexico? Here’s how you calculate your filing fee.
These are estimated values:
6a: total number of shares the corporation has including the number of shares it has issued
7a: gross amount of business transacted at or from places of business in New Mexico
7b: value of all property to be owned and located in New Mexico
7c: gross amount of business transacted at or from places of business wherever transacted
7d: value of all property to be owned and located wherever
7a + 7b ÷ 7c + 7d x 6a = total number ÷ 1,000 = your total filing fee
New Mexico accepts foreign registration filings by mail or in person.
Mail or In Person:
New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501
6. Receive New Mexico Certificate of Authority
New Mexico asks for an email address while filing your application. A scan of your approved Certificate of Authority will be emailed to the address listed. If no email is given, a copy of your documents will be mailed to the address listed on the contact form.
7. File New Mexico Reports & Taxes
Now that your corporation is all set to do business in New Mexico, it’s time to pay attention to required state filings and taxes. Here are the main ones you’ll need to file:
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.
New Mexico Biennial Report: The New Mexico Biennial Report is a form you file every other year in order to confirm or update the information you provided in your Initial Report. It’s due on the 15th day of the 4th month following the end of your fiscal year, every two years. The report costs $25 to file. Miss the deadline and pay a $200 penalty.
State Income Tax: New Mexico has a graduated corporate income tax, with rates ranging from 4.8% (income under $500k) to 5.9% (income over $500k).
Northwest Can Register Your New Hampshire Foreign Corporation
If you’re not about that DIY life, hire Northwest and we can register your foreign corporation in New Mexico for just $225 + state fees. You’ll get:
- Foreign Registration. We’ll file your paperwork and let you know when it’s approved.
- Registered Agent Service. We’ll be your New Mexico registered agent. Our name and address will go on all state filings allowable, keeping your private information on lock!
- Building Your Business Identity. Get a custom website, domain name, a professional business email address, top-notch phone service, and mail forwarding, free for 90 days.
- Annual Report Reminders. We’ll send you a reminder about your New Mexico annual report 90 days before it’s due. Not feeling like doing extra paperwork? We can file for you ($100).
New Mexico Foreign Corporation FAQs
Changing your foreign corporation in New Mexico involves submitting an Application for Amended Certificate of Authority and paying the filing fee of $50.
To withdraw your foreign corporation, you’ll need to file an Application for Certificate of Withdrawal and pay the $50 fee.
New Mexico doesn’t explicitly define what it means to “do business” in the state, but in general a corporation is usually considered to be doing business if it has a substantial physical and economic presence in the state. The following activities typically qualify:
- Owning or renting real estate used to conduct or support business operations, such as a store, research facility, warehouse, or office
- Employing workers
- Conducting multiple business transactions in the state
- Any actions that result in having to pay taxes in New Mexico
Check out our article: What Exactly Does “Doing Business” in Another State Mean?
Yes.
Any authorized officer of your corporation can sign the Application for Certificate of Authority.
You bet! Our foreign qualification package costs $225 + state fees.