New Mexico Administrative Code
Title 12 - TRADE, COMMERCE AND BANKING
Chapter 3 - BUSINESS ASSOCIATIONS
Part 3 - NONPROFIT CORPORATIONS
Section 12.3.3.12 - REQUIRED FORMS
Universal Citation: 12 NM Admin Code 12.3.3.12
Current through Register Vol. 35, No. 18, September 24, 2024
A domestic or foreign nonprofit corporation shall file initial, annual and supplemental reports as required by NMSA 1978 Sections 53-8-82 and 53-8-83 on the commission-prescribed form available as provided in 12.3.1 NMAC.
A. First reports, annual 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 dates, late filing penalty.
(1)
Filing
fees. A $10.00 filing fee is due and payable to the commission at the
time of filing of each domestic or foreign first report, annual 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)
Annual report. A domestic
or foreign annual report shall be filed on or before the fifteenth day of the
fifth month following the end of the corporation's taxable year.
(c)
Supplemental report. A
domestic of foreign supplemental report shall be filed within thirty days if,
after the filing of the annual 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 or 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 $10.00 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 department 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 item
no. 3 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
and
53-2-10. Enter all
officers and directors with respective addresses. Each New Mexico corporation
shall have officers, with title 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 Nonprofit Corporation Act.
(a) One of the officers shall have the duty
to record the proceedings of the meetings of the members and directors in a
book to be kept for that purpose.
(b) In the absence of any provision, all
officers shall be elected or appointed annually by the board of the directors.
If the bylaws so provide, any two or more offices may be held by the same
person.
(c) Officers and directors
shall be identified accordingly, i.e., identified if an officer is also a
director to meet statutory requirements. Two authorized officers are required
to sign documents for filing purposes under the Nonprofit Corporations
Act.
(d) The number of directors of
a New Mexico corporation shall be not less than three. Each director shall hold
office for the terms for which he/she is elected and appointed until his or her
successor shall have been elected and qualified.
(9)
NMSA 1978 section
53-2-10
private remedy.
(a) Any person who
suffers any loss of money or property 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
53-8-9
corporate reports, affirmation, penalty.
(a) All reports required to be filed with the
commission pursuant to the Nonprofit Corporations 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 Nonprofit Corporations 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 any two of its directors or officers. If
the corporation is in the hands of a receiver or trustee, the report shall be
executed on behalf of the corporation by the receiver or trustee. A copy of the
report shall be maintained at the corporation's principal place of business as
contained in the report and shall be made available to the general public for
inspection during regular business hours.
(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 commission 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 nonprofit 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 2758) is attached to the corporation's report.
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