New Mexico Articles of Incorporation
New Mexico articles of incorporation form a corporation by filing online with the Secretary of State from a $100 minimum fee, setting the name, agent, and shares. Attorney review available.
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Introduction
New Mexico scales the incorporation filing fee to the number of shares you authorize rather than charging a flat amount, so articles of incorporation, the founding document that creates a corporation as a separate legal entity under the New Mexico Business Corporation Act, are filed with the Secretary of State on a per-share schedule. New Mexico corporate filings are made online through the Secretary of State business portal. Filing brings the corporation into existence so it can own property, sign contracts, and give its owners limited liability for the debts of the corporation. New Mexico law requires the articles to set forth the corporate name, the period of duration, the purpose, the aggregate number of shares the corporation has authority to issue, the initial registered office and registered agent, the initial directors, and the incorporators (NMSA 1978, 53-12-2). The filing fee is $1.00 for each 1,000 authorized shares, but in no case less than $100 or more than $1,000 (NMSA 1978, 53-2-1). After formation, a New Mexico corporation owes a flat $50 annual corporate franchise tax, reported on Form CIT-1 to the New Mexico Taxation and Revenue Department, even if it is not actively doing business or owes no corporate income tax. A corporation also files an initial corporate report within 30 days of formation, then a biennial report on or before the fifteenth day of the fourth month after the end of its taxable year, with a $25 fee (NMSA 1978, 53-5-2). DocDraft builds your New Mexico articles of incorporation from your facts, with attorney review available before you file.
Key Things to Know
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New Mexico's articles of incorporation are filed with the Secretary of State under the New Mexico Business Corporation Act, and filing them creates a corporation as a separate legal entity.
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You file the articles online with the New Mexico Secretary of State. The filing fee is $1.00 for each 1,000 authorized shares, with a minimum of $100 and a maximum of $1,000 (NMSA 1978, 53-2-1).
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New Mexico requires the articles to set forth the corporate name, the period of duration, the purpose, the aggregate number of authorized shares, the initial registered office and registered agent, the initial directors, and the incorporators (NMSA 1978, 53-12-2).
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Every New Mexico corporation must continuously maintain a registered agent in the state with a physical New Mexico street address; the agent receives legal papers for the corporation (NMSA 1978, 53-11-11).
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A New Mexico corporation owes a flat $50 annual corporate franchise tax, reported on Form CIT-1 to the New Mexico Taxation and Revenue Department, even if it is not actively doing business or owes no corporate income tax.
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A New Mexico corporation files an initial corporate report within 30 days of formation, then a biennial report on or before the fifteenth day of the fourth month after the end of its taxable year, with a $25 fee (NMSA 1978, 53-5-2).
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Articles of incorporation form a corporation. To form a New Mexico limited liability company you file articles of organization instead, and corporate bylaws are a separate internal document the corporation keeps rather than files.
Key decisions before you file
Before you file a Articles of Incorporation in New Mexico, a few decisions shape the document: which option to choose and what each one means. The Articles of Incorporation guide walks through them.
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New Mexico Requirements for Articles of Incorporation
A New Mexico corporation is formed by filing articles of incorporation online with the New Mexico Secretary of State. The filing fee is $1.00 for each 1,000 authorized shares, with a minimum of $100 and a maximum of $1,000 (NMSA 1978, 53-2-1). The corporation exists once the Secretary of State files the articles.
The articles must state the corporate name, and the name under which the corporation proposes to transact business if different, and the period of duration, which may be perpetual. The name must be distinguishable from other names on file with the New Mexico Secretary of State (NMSA 1978, 53-12-2).
New Mexico requires the articles to set forth the name, the duration, the purpose, the aggregate authorized shares, the initial registered office and registered agent, the initial directors, and the incorporators (NMSA 1978, 53-12-2).
Every New Mexico corporation must continuously maintain a registered agent in the state with a physical New Mexico street address (NMSA 1978, 53-11-11). The agent can be a New Mexico resident or an entity authorized to transact business in the state and receives legal papers for the corporation.
The articles must state the aggregate number of shares the corporation has authority to issue and, if divided into classes, the number of shares of each class and the designation and rights of each (NMSA 1978, 53-12-2). The number of authorized shares also sets the filing fee.
A New Mexico corporation files an initial corporate report within 30 days of formation, then a biennial report by the fifteenth day of the fourth month after its taxable year ends, with a $25 fee (NMSA 1978, 53-5-2, 53-2-1).
A New Mexico corporation owes a flat $50 annual corporate franchise tax, reported on Form CIT-1 to the New Mexico Taxation and Revenue Department, even if it is not actively doing business or owes no corporate income tax. This is general information and not tax advice.
Articles of incorporation form a corporation. To form a New Mexico limited liability company you file articles of organization instead. Corporate bylaws are a separate internal document the corporation keeps rather than files with the state.
Frequently Asked Questions
In New Mexico, articles of incorporation are the founding document you file with the Secretary of State to create a corporation. Filing them makes the corporation a separate legal entity that can own property, sign contracts, and shield its owners from personal liability for the debts of the corporation. A New Mexico corporation is formed under the New Mexico Business Corporation Act, and the articles set out the corporate name, duration, purpose, authorized shares, registered agent, directors, and incorporators (NMSA 1978, 53-12-2).
In New Mexico, articles of incorporation create a corporation, which has shareholders, directors, and shares of stock. Articles of organization create a limited liability company, which has members instead of shareholders and issues no stock. Both are filed online with the New Mexico Secretary of State and both form a separate legal entity, but they create different kinds of entities under different parts of New Mexico law. Choose the one that matches the entity you want.
You file the articles of incorporation online with the New Mexico Secretary of State through the business portal. The filing fee is $1.00 for each 1,000 authorized shares, with a minimum of $100 and a maximum of $1,000 (NMSA 1978, 53-2-1). Most small corporations that authorize a modest number of shares pay the $100 minimum. Once the Secretary of State files the articles, the corporation legally exists in New Mexico.
New Mexico requires the articles to set forth the corporate name; the period of duration, which may be perpetual; the purpose, which may be any lawful business under the Business Corporation Act; the aggregate number of shares the corporation has authority to issue, with the classes if divided; the initial registered office and registered agent; the number and names of the initial directors; and the incorporators (NMSA 1978, 53-12-2).
Every New Mexico corporation must continuously maintain a registered agent in the state (NMSA 1978, 53-11-11). The registered agent must have a physical street address in New Mexico, not just a post office box, and can be an individual who resides in New Mexico or a domestic or foreign corporation authorized to transact business in the state. The agent receives legal papers and official notices for the corporation.
Yes. A New Mexico corporation owes a flat $50 annual corporate franchise tax, reported on Form CIT-1 to the New Mexico Taxation and Revenue Department, even if it is not actively engaging in business in New Mexico or owes no corporate income tax. The department states that a corporation that has or exercises its corporate franchise in New Mexico is subject to the franchise tax. This page states the rule factually and is not tax advice.
A New Mexico corporation must file an initial corporate report within 30 days after the Secretary of State issues its certificate of incorporation, and a biennial report after that, on or before the fifteenth day of the fourth month following the end of its taxable year (April 15 for a calendar-year corporation). The fee to file a corporate report or supplemental report is $25 (NMSA 1978, 53-5-2, 53-2-1).
In New Mexico, articles of incorporation are the short public document you file with the Secretary of State to create the corporation. Bylaws are a longer internal document the corporation adopts and keeps in its own records, not filed with the state, setting the rules for how the corporation is run, such as how directors are elected and how meetings are held. You need the New Mexico articles to exist as a corporation and the bylaws to govern it day to day.