New Mexico Foreign Registration/Corporations
The New Mexico certificate of authority for a foreign corporation
A foreign corporation pays between $200 and $1,000 for a New Mexico certificate of authority, at one dollar per thousand authorized shares represented in the state, and it must hold the certificate before transacting business here.
The corporate filing at a glance
- Filing
- Application for a certificate of authority
- Statute
- NMSA 1978, section 53-17-5(A)
- Fee
- $200 minimum, $1,000 maximum
- Signed by
- an authorized officer of the corporation
- Certificate age
- Current within 30 days
- Report
- $25, every two years
When a corporation must apply
A foreign corporation may not start transacting business in New Mexico until the Secretary of State has issued its certificate of authority. The Act lists eleven activities that do not count: defending or settling proceedings, directors' and shareholders' meetings, bank accounts, offices that only transfer its own securities, sales through independent contractors, orders that need acceptance outside the state, borrowing or lending and security interests, collecting debts, interstate commerce, a single transaction completed within thirty days that is not one of a series, and nonoperating mineral interests held from outside the state. It is the corporate twin of the LLC list, and it too says other activities may fall outside the rule.
What the application sets forth
The statute asks for the name and home state, any added word the name needs, the date of incorporation and duration, the home-state registered office and principal office, the proposed New Mexico agent and office, its purpose here, the names and addresses of directors and officers who consented to serve, authorized and issued shares by class, and dollar estimates of business and property in the state and everywhere for the fiscal year. The application is made on forms the Secretary of State prescribes and signed by an authorized officer of the corporation.
Documents that go with it
Deliver a certificate of good standing and compliance from the home state, current within 30 days and unexpired when it is received, and a statement from the registered agent accepting the appointment. The same thirty-day clock applies to LLCs.
How the fee is worked out
The fee depends on authorized shares represented in New Mexico. That is the corporation's total authorized shares multiplied by a fraction: its New Mexico property plus its New Mexico business, over the sum of its property and business everywhere. The result is charged at one dollar per thousand shares, with a floor of $200 and a ceiling of $1,000. The application's estimates of business and property are what the office uses.
Corporation fees on the statutory schedule
| Filing | State fee |
|---|---|
| Certificate of authority | $200 to $1,000 |
| Amended certificate of authority | $50 |
| Application for withdrawal | $50 |
| Corporate report or supplemental report | $25 |
| Certificate of good standing and compliance | $50 |
A corporation that registers at the minimum, files its first report and later withdraws pays $275 in state fees.
Reports after approval
The first corporate report is due within 30 days after the certificate issues, and later ones every two years. The reporting page has the due date formula and the supplemental report.
Not applying
A corporation lacking a certificate cannot sue in a New Mexico court, although its contracts stay valid. It is liable for the fees and franchise taxes it would have paid, with penalties, and a civil penalty of $200 for each offense.
Withdrawing
A corporation leaves by procuring a certificate of withdrawal for $50. The application states the name and home state; a statement that it is not transacting business here; a surrender of authority; revocation of its agent's authority with consent to service on the Secretary of State; a mailing address for process; authorized and issued shares by class; and confirmation it is not a registered agent for another New Mexico entity.
What we handle
We prepare foreign corporation applications by arrangement. Write to us with the corporation's authorized shares and its New Mexico property and sales estimates, and we compute the fee range before you order. Nonprofits, limited partnerships and limited liability partnerships are not covered here.
Corporation questions
What does the certificate of authority cost?
At least $200 and at most $1,000, by authorized shares.
Who signs the application?
An authorized officer of the corporation.
How old can the home certificate be?
Current within 30 days.
How often does a corporation report?
Every two years.
Our fee and the New Mexico fee
Start my New Mexico registration
- The New Mexico application drafted from what you tell us
- Your home-state certificate checked against the thirty-day limit before anything is filed
- A New Mexico registered agent, supplied by us or named by you
- The filed record emailed to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $100 New Mexico fee (LLC)
Start my New Mexico filingNew Mexico charges $100 to register a foreign LLC. A foreign corporation pays at least $200. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- New Mexico Statutes Annotated 1978, Limited Liability Company Act (Chapter 53, Article 19)
- New Mexico Statutes Annotated 1978, section 53-2-1, fees of the Secretary of State
- New Mexico Statutes Annotated 1978, Business Corporation Act, foreign corporations (sections 53-17-1 to 53-17-20)
- New Mexico Statutes Annotated 1978, section 53-5-2, corporate and supplemental reports
Registering in New Mexico?
Choose LLC or corporation and give us the formation state.