Nonprofit Corporation Formation Filing in New Mexico
At a glance
| Governing act and filing office | New Mexico Nonprofit Corporation Act; deliver articles to Secretary of State (NMSA 1978 §§ 53-8-1, 53-8-30, 53-8-32) |
|---|---|
| Incorporator and filing document | One or more persons, including corporations, sign and deliver original and copy of articles (NMSA 1978 §§ 53-8-30, 53-8-32(A)) |
| Name and purpose | Articles state name, duration and purpose; name cannot misleadingly suggest another purpose or duplicate/confuse with protected names (NMSA 1978 §§ 53-8-31(A)(1)–(3), 53-8-7) |
| Member and entity-type statement | Act forbids shares; member classes or no-member status must be set out in articles or bylaws (NMSA 1978 §§ 53-8-28(A), 53-8-11) |
| Initial directors and selection | Articles must name and address persons who consented to serve as initial directors (NMSA 1978 § 53-8-31(A)(6)) |
| Registered office and agent | Articles state initial registered-office address and agent name; eligible agent is New Mexico resident individual or authorized domestic/foreign corporation with matching office (NMSA 1978 §§ 53-8-31(A)(5), 53-8-8) |
| Signatures and agent acceptance | Incorporators sign; agent or authorized corporate officer signs acceptance statement delivered with articles (NMSA 1978 §§ 53-8-30, 53-8-32(A)) |
| Filing fee | $25 for filing articles and issuing certificate (NMSA 1978 § 53-8-85(A)) |
| When existence begins | Existence begins upon delivery to Secretary unless disapproved; certificate confirms incorporation (NMSA 1978 § 53-8-33) |
Requirements one by one
Under § 53-8-1, the filing is governed by the Nonprofit Corporation Act. One or more persons, including corporations, can be incorporators under § 53-8-30.
Corporate name and purpose
The articles must specify a purpose under § 53-8-31(A)(1)–(7). Under § 53-8-7, the name cannot imply a different purpose or be the same as or confusingly similar to a protected corporate name.
Membership and entity type
Under § 53-8-11, a corporation may have member classes or no members. Class designations and rights, or the fact of no members, can appear in either the articles or bylaws. Under § 53-8-28(A), the corporation cannot issue shares of stock.
Initial directors and selection
The articles identify the people who have consented to serve as initial directors; § 53-8-31(A)(6) makes their names and addresses mandatory.
Registered office and agent
Under § 53-8-8, the registered office need not be the principal office. An individual agent must reside in New Mexico and have a business office at that registered-office address; a corporate agent must have a matching office and meet the section's domestic or authorized-foreign test.
Signature and agent acceptance
Under § 53-8-32(A), a signed acceptance statement accompanies the original and copy of the articles. An individual agent signs personally; for a corporate agent, an authorized officer signs.
Effective existence and delayed date
Under § 53-8-33, delivery starts existence unless the Secretary disapproves. The certificate of incorporation is conclusive evidence of compliance with the incorporators' prerequisites, subject to the state's cancellation, revocation, or involuntary-dissolution proceeding.
What trips people up
The initial-director requirement includes prior consent to serve; merely naming proposed directors is not the wording of § 53-8-31(A)(6). The separate agent acceptance must travel with the filing under § 53-8-32(A).
Common questions
May a corporation have no members? Yes. Under § 53-8-11, the no-member status is stated in the articles or bylaws.
What is the filing charge? Under § 53-8-85(A), the $25 covers filing the articles and issuing a certificate.
Statutes and sources
Verbatim excerpts from the current official compilation, section URLs, and access dates are recorded above.
Source links
Every statute quoted above, linked, with the date we checked it.
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