Question 1

Do I need a tax clearance certificate to dissolve a New Mexico corporation?

Accepted Answer

Yes, in substance, and two agencies are involved. Section 53-16-12(A) NMSA 1978 bars the Secretary of State from issuing a certificate of dissolution unless it finds that the corporation has complied with the Tax Administration Act and has paid all contributions required by the Unemployment Compensation Law. The statute names no document; the Taxation and Revenue Department does, telling a dissolving corporation to obtain a Corporate Certificate of No Tax Due. Note what the Department also says in terms: a Letter of Good Standing, which is a different request on form ACD-31102, is not a tax clearance. For the unemployment side, confirm the current clearance procedure with the New Mexico Department of Workforce Solutions before you file, because the statutory condition exists even though no form number for it is published.

Question 2

How many filings does New Mexico require to dissolve a corporation?

Accepted Answer

Two, if the corporation has ever issued shares. First comes the statement of intent to dissolve, delivered to the Secretary of State under Section 53-16-4. That filing stops the business but keeps the entity alive: Section 53-16-5 says corporate existence continues until a certificate of dissolution is issued. Winding up follows. Only when debts are paid or adequately provided for and the remaining assets are distributed may the articles of dissolution be executed under Section 53-16-11, and they have to state the date the earlier statement of intent was filed. A corporation that has issued no shares is the exception: under Section 53-16-1 a majority of its incorporators sign one set of articles of dissolution and there is no statement of intent at all.

Question 3

How much does it cost to dissolve a corporation in New Mexico?

Accepted Answer

Fifty dollars ($50.00) per filing. Section 53-2-1(A)(10) sets one fee covering a statement of intent to dissolve, a statement of revocation of voluntary dissolution proceedings, or articles of dissolution. Because the share-issuing route is two filings, the ordinary total in Secretary of State fees is one hundred dollars ($100.00); the incorporator route is a single fifty dollar ($50.00) filing. Payment is by credit card, debit card or electronic check through the Secretary of State portal, with a convenience fee on card transactions. Two warnings from the Secretary of State's own filing guide: filing fees are non-refundable, and a rejected document requires resubmission and a new filing fee. Getting the tax and unemployment clearances in order first is what keeps that from happening twice.

Question 4

How do I request a Corporate Certificate of No Tax Due in New Mexico?

Accepted Answer

Use form ACD-31096, Tax Clearance Request, and check the Corporate Withdrawal or Dissolution box at Item 14, which is the box that distinguishes a dissolution request from a successor-in-business or liquor-license request. Send it with any required attachments to the Taxation and Revenue Department, Audit and Compliance Support Office, P.O. Box 5557, Santa Fe, NM 87502-5557. The form warns that a request that is incomplete or unsigned will not be processed, and that a request from someone other than a successor in business is not subject to the 30-day and 60-day statutory deadlines, so you should allow at least 45 days. Before requesting it, bring filings current: the Department requires a return for every reporting period up to the close date, even if no tax is due.

Question 5

Who has to approve dissolving a New Mexico corporation?

Accepted Answer

Either every shareholder or a majority of the voting shares, depending on the route. Under Section 53-16-2 the corporation may dissolve on the written consent of all of its shareholders, and the statement of intent to dissolve then attaches a copy of that consent. Under Section 53-16-3 the board instead adopts a resolution recommending dissolution and directs the question to a shareholders meeting; written notice must state that the purpose is to consider dissolving, and the resolution carries on the affirmative vote of the holders of a majority of the shares entitled to vote, with a separate majority of any class entitled to vote as a class. A majority, not two thirds: New Mexico lowered that threshold in 1983.

Question 6

Do I have to notify creditors before dissolving a New Mexico corporation?

Accepted Answer

You have to notify them, and the duty bites the moment the first filing lands. Section 53-16-6(A) says that after the Secretary of State files the statement of intent to dissolve, the corporation shall immediately cause notice of the filing to be mailed to each known creditor. There is no newspaper publication step and no statutory claim-filing window in days on the voluntary route. The only claims deadline in Article 16, a date not less than four months out, belongs to court-supervised liquidation under Section 53-16-17, which is a different proceeding. So New Mexico makes the mailing compulsory and offers nothing in exchange: no shortened claims period, no bar date. Anything owed to a creditor who cannot be found is reduced to cash and deposited with the state treasurer under Section 53-16-23.

Question 7

How long can someone sue a dissolved New Mexico corporation?

Accepted Answer

There is no statutory cutoff, which makes New Mexico unusually open-ended. Section 53-16-24 provides that dissolution does not take away or impair any remedy available to or against the corporation, its directors, officers or shareholders for any right or claim existing, or any liability incurred, before the dissolution. No number of years appears in the text, and the Court of Appeals said as much in 2020, holding that New Mexico's survival statute for business corporations does not contain an express time limit for filing suit against a dissolved corporation. Practically, that is why Section 53-16-11(E) makes the articles recite that no suits are pending, or that adequate provision has been made for any judgment, order or decree that might be entered in a pending suit.

Question 8

Where do I file New Mexico articles of dissolution, and does the filing need to be notarized?

Accepted Answer

You file with the New Mexico Secretary of State, Business Services Division, 325 Don Gaspar, Suite 300 in Santa Fe, and you file online: the office announced that all business filings moved to an online process and that it no longer accepts paper filings for any business application. Dissolution is submitted as an amendment against the existing business record in the portal rather than as a numbered standalone form. Notarization is not required, and neither is verification. Section 53-16-11 has the articles executed by the corporation by an authorized officer, and the 2001 amendment replaced the older requirement that named officers sign and that one of them verify the articles. One caution on reading the statute yourself: the older sentences still say commission, with secretary of state inserted in brackets by the compiler after the 2013 transfer of corporate chartering.

New Mexico Articles of Dissolution

Find out where you stand in New Mexico

Introduction

Key Things to Know

Key decisions before you file

Customize your Articles of Dissolution Template with DocDraft

New Mexico Requirements for Articles of Dissolution

Two-Agency Compliance Finding Before the Certificate Issues

Corporate Certificate of No Tax Due on Form ACD-31096

Statement of Intent to Dissolve Must Be Filed First

Fifty Dollars Per Filing, Non-Refundable

Unanimous Written Consent or a Majority of Voting Shares

Immediate Mailed Notice to Every Known Creditor

Claims Survive With No Statutory Time Limit

Registered-Agent Recital, Online Filing, No Notarization

Frequently Asked Questions