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How to Dissolve a New Mexico Corporation

How do you dissolve a New Mexico Corporation?

A New Mexico corporation that has commenced business can dissolve either by consent of the shareholders or by act of the corporation.

If dissolving by consent of shareholders, written consent must be executed by the shareholders. A copy of that written consent along with a Statement of Intent to Dissolve by Written Consent of Shareholders is then filed with the New Mexico Public Regulation Commission (PRC). You must include the statement of intent, a copy of the statement, and the filing fee.

If dissolving by act of the corporation, a resolution to dissolve must be voted on by the shareholders. A copy of the resolution to dissolve and a Statement of Intent to Dissolve by Act of Corporation must be filed with the PRC. Include the signed original, a duplicate copy, and the filing fee.

The corporation will receive an endorsed Statement of Intent from the PRC.  The corporation must then cease conducting business. At that time, the corporation must file the original Articles of Dissolution and a duplicate copy with the PRC.  When filing the Articles of Dissolution you must include clearances from the Taxation and Revenue Department, the Department of Workforce Solutions, and the Public Regulation Commission.

Statements of intent, Articles of Dissolution, and the PRC Application for Tax Clearance are all available online (see link below). The forms are also in your account when you sign up for registered agent service with Northwest.

New Mexico requires original signatures so you can only file by mail or in person. Include a check or money order for the amount of the filing fees.

Mail complete set of documents to:

NM Public Regulation Commission
Corporations Bureau
P.O. Box 1269
Santa Fe, NM 87504-1269

Documents filed in person or by delivery service shall be delivered to:

New Mexico Public Regulation Commission
Corporations Bureau filing desk
P.E.R.A. Building, Room 413
1120 Paseo de Peralta
Santa Fe, New Mexico 87505

New Mexico Corporation Dissolution FAQ

Is there a filing fee to dissolve a New Mexico Corporation?

To dissolve your New Mexico corporation you must file both the Statement of Intent to Dissolve and the Articles of Dissolution.  Each one requires a $50 filing fee. Payment must be made by check or money order.
You may expedite processing of your dissolution by the PRC.  Submit the Expedited Request Form and a separate check for the appropriate additional fee (either $200 or $300) to the PRC with your Articles of Dissolution.

Do you need a Department of Revenue clearance before the New Mexico Public Regulation Commission will accept your dissolution?

Yes. You will need to obtain clearance from the Taxation and Revenue Department, the Department of Workforce Solutions, and the Public Regulation Commission.

How do you obtain a tax clearance certificate in New Mexico?

To obtain the three necessary clearances, fill out the appropriate form and submit it to the corresponding New Mexico state agency.

  1.  You need a Certificate of No Tax Due from the Taxation and Revenue Department, Audit and Compliance. To obtain your certificate, complete and file Form ACD-31096 New Mexico Tax Clearance Request. The Tax Clearance Request form is available online.
  2.  You will need a Certificate of Compliance from the New Mexico Department of Workforce Solutions, Employment Security Division. To receive your certificate, fill out and submit the New Mexico Tax Clearance Request for Dissolution or Withdrawal, which is available online.
  3.  You are required to get a Letter of Clearance from the Public Regulation Commission, Corporations Bureau/Corporate Report Compliance Division. The Application for Tax Clearance for Dissolution/Withdrawal is included with the Statements of intent and Articles of Dissolution which are online (see link below). After you submit the application for tax clearance, the PRC will send the Letter of Clearance.

All three clearances must then be submitted to the PRC with your Articles of Dissolution.

How long does it take the state to process the filing?

It takes the PRC up to fifteen business days to process the articles of dissolution. But remember, you must first file the statement of intent and receive your endorsed version back from the PRC.  You must also obtain and submit all three clearances which will add time to the overall process, especially if your taxes are not current.

How long before someone can take your business name?

When you dissolve a corporation or LLC in New Mexico, another entity may use your name once the dissolution has been processed and is complete.

What is the penalty if you just don’t file your biennial reports?

If a New Mexico corporation is late filing their biennial report, there is a penalty of $200 that must be paid when you file the report.  If a New Mexico corporation does not file the biennial report at all, then the PRC will dissolve the corporation sixty days after mailing written notice of the delinquent report to the corporations principal address. If the PRC administratively revokes your entity, you must pay a $200 filing fee to have it reinstated. In the case of administrative revocation, the PRC reserves your name during the two year period for reinstatement. If you are granted reinstatement, your name is restored.

The PRC will not accept filed document unless the corporation or entity is in good standing. Good standing means the corporation has timely filed all required reports and has paid its fees and penalties. If you don’t file your reports and fees, you can’t file for withdrawal or dissolution either.

Public Regulation Commission articles of dissolution:

http://www.sos.state.nm.us/uploads/files/Corporations/dpr-dv.pdf

If you’d like help establishing another company, you may find our incorporation filing service and New Mexico registered agent service helpful. We provide all the forms and filing instructions you may need in your online account, or you can just hire us to do the filing for you.

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