New Mexico Administrative Code
Title 12 - TRADE, COMMERCE AND BANKING
Chapter 3 - BUSINESS ASSOCIATIONS
Part 2 - PROFIT CORPORATIONS
Section 12.3.2.12 - REQUIRED FORMS
Universal Citation: 12 NM Admin Code 12.3.2.12
Current through Register Vol. 35, No. 18, September 24, 2024
A domestic or foreign profit corporation shall file initial, biennial and supplemental reports as required by NMSA 1978 Section 53-5-2 through 53-5-9 on the commission-prescribed form available as provided in 12.3.1 NMAC.
A. First reports, biennial reports and supplemental reports shall contain:
(1) exact
corporate name and U.S. mailing address;
(2) principal place of business in New
Mexico;
(3) principal office
outside of New Mexico for a foreign corporation;
(4) NMPRC certificate of
incorporation/authority number;
(5)
for foreign corporations: registered place of business in New Mexico if
different from registered office;
(6) state or country of
incorporation;
(7) registered agent
and office located within New Mexico for service or process;
(8) names and addresses of all directors and
officers;
(9) date and signature
and title of an authorized officer or agent; and
(10) filing fees.
B. Filing fees, report due date, late filing penalty.
(1)
Filing
fees. A $25.00 filing fee is due and payable to the commission at the
time of filing of each domestic or foreign first report, biennial report and
supplemental report.
(2)
Report due dates.
(a)
First
report. A domestic or foreign first report shall be filed within thirty
days of the date of incorporation or qualification in New Mexico.
(b)
Biennial report. A domestic
or foreign biennial report shall be filed on or before the fifteenth day of the
third month following the end of the corporation's taxable year. Biennial means
every other year, not twice a year for filing purposes required report based on
the last digit of the number referred to in Paragraph (4) of Subsection A of
12.3.2.12 NMAC, i.e., even number will file its biennial report for its even
numbered taxable year-end.
(c)
Supplemental report. A domestic of foreign supplemental report
shall be filed within thirty days if, after the filing of the biennial report,
a change is made in:
(i) the mailing address,
street address, rural route number and box number or the geographical location
of its registered office in this state and the name of the agent upon whom
process against the corporation may be served;
(ii) the name or address or any of the
directors of officers of the corporation or the date when the term of office of
each expires; or
(iii) its
principal place of business within or without the state.
(3)
Late filing
penalty. A $200.00 late filing penalty is required if a report is filed
untimely.
C. Instructions.
(1) Enter exact corporate
name and complete mailing address must be given to meet postal delivery
requirements..
(2) Enter principal
place of business in New Mexico. Enter "NONE," if applicable.
(3) Enter principal office outside of New
Mexico, if different from the registered office in state or country of
incorporation. Enter "NONE," if applicable.
(4) Enter original NMPRC certificate of
incorporation/authority number issued by the corporations bureau or as assigned
by computer pre-printed information.
(5) Enter foreign corporation's registered
address in state or country of incorporation which may be different from the
address referred to in Paragraph (3) of Subsection A of 12.3.2.12 NMAC on
principal office outside of New Mexico.
(6) Enter corporation's state or country of
incorporation unless pre-printed or as corrected.
(7) Enter registered agent and address
located in New Mexico. Each corporation shall have and continuously maintain in
New Mexico:
(a) a registered office which may
be, but need not be, the same as its place of business;
(b) a registered agent, which agent may be
either an individual resident in New Mexico whose business office is identical
with the registered office, or a domestic corporation, or a foreign corporation
authorized to transact business in New Mexico having a business office
identical with the registered office; and
(c) an agent's address must be acceptable for
service of process purposes; a post office box is unacceptable.
(8) Officers and directors are as
set forth in NMSA 1978 Sections
53-8-18,
53-8-23,
53-8-83,
53-2-10,
53-11-35, and
53-11-48.
Enter all officers and directors with respective addresses. Each New Mexico
corporation shall have officers, with titles and duties as shall be stated in
the bylaws or in a resolution of the board of directors which is not
inconsistent with the bylaws, and as many officers as may be necessary to
enable the corporation to sign instruments required under the Business
Corporation Act.
(a) The number of directors
of a New Mexico corporation shall consist of one or more members.
(b) Each director shall hold office for the
term for which he/she is elected and until his or her successor has been
elected and qualified.
(9)
NMSA 1978 section
53-2-10
private remedy.
(a) Any person who
suffers any loss of money or propery as a result of being designated a director
of a corporation without giving his consent may bring an action against the
designating corporation to recover actual damages or one thousand dollars
($1,000), whichever is greater.
(b)
The court may award attorneys' fees and costs to the party injured as a result
of the director designation if he prevails. The court may award attorney's fees
to the corporation charged if the court finds that the action brought against
the corporation was groundless.
(c)
The relief provided in this section is in addition to remedies otherwise
available against the same conduct under the common law or other statutes of
this state.
(10)
NMSA 1978 section
53-5-5
corporate reports, affirmation, penalty.
(a) All reports required to be filed with the
commission pursuant to the Corporate Reports Act shall contain the following
affirmation: "Under penalties of perjury, I declare and affirm that I have
examined this report, including the accompanying schedules and statement, and
that all statements contained therein are true and correct."
(b) Any person who makes and subscribes any
report required under the Corporate Reports Act that contains a false
statement, which statement is known to be false by such person, is guilty of
perjury and upon conviction shall be punished as provided for in the perjury
statutes of this state.
(c) The
report shall be signed and sworn to by the chairman of the board, president,
vice president, secretary, principal accounting officer or authorized agent of
the corporation.
(11)
Application for period extension. Any corporation may, upon
application to the commission by the due date upon which a report is required
to be filed, petition the commission for an extension of time. The commisison
may, for good cause, extend for no more than a total of twelve months the date
on which the payment of any fee is required. A copy of a commission extension
shall be attached to the required report.
(12)
Mandatory IRS extension.
The commission shall, when an extension of time has been granted a corporation
under the United States Internal Revenue Code for the time in which to file a
report, grant the corporation the same extension of time provided that a copy
of the approved (signed) federal extension of time (IRS 7004 or 7005) is
attached to the corporation's report. However, the bureau will acknowleldge and
approve the extension upon receiving a copy of a valid IRS extension prior to
the filing of a corporate report.
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