Foreign Qualification Application - Preparation Worksheet - New Mexico

NEW MEXICO FOREIGN BUSINESS CORPORATION AUTHORITY WORKSHEET

Use this worksheet to prepare the New Mexico Secretary of State's online application for authority for a foreign business corporation. New Mexico states that all business filings have moved online and paper business applications are no longer accepted. This worksheet is not a substitute for the Secretary of State's filing portal.

1. AUTHORITY GATE

NMSA 1978, § 53-17-1 requires a foreign corporation to obtain authority before transacting business in New Mexico. The statute lists activities that, standing alone, do not constitute transacting business, including maintaining litigation, holding internal corporate meetings, maintaining bank accounts, selling through independent contractors, certain out-of-state accepted orders, securing or collecting debts, interstate commerce, and a qualifying isolated transaction completed within 30 days.

☐ New Mexico counsel has reviewed the corporation's actual activities and confirmed that authority is required.

☐ The entity is a foreign business corporation. Use the entity-specific portal filing for an LLC, nonprofit corporation, professional corporation, partnership, or other entity type.

2. CORPORATION AND NAME INFORMATION

Exact corporate name: [________________________________]

State or country of incorporation: [________________________________]

Date of incorporation: [__/__/____]

Period of duration:

☐ Perpetual

☐ Date certain or other duration: [________________________________]

If the exact name does not contain “corporation,” “company,” “incorporated,” or “limited,” or an abbreviation of one of those words, New Mexico name to be used with an added corporate ending: [________________________________]

If the exact name is unavailable or confusingly similar under NMSA 1978, § 53-17-3:

Fictitious New Mexico name: [________________________________]

☐ Board resolution adopting the fictitious name is available for filing.

3. OFFICES AND REGISTERED AGENT

3.1 Home-Jurisdiction Registered Office

Street address: [________________________________]

City: [________________________________]

State/province: [________________________________]

ZIP/postal code: [________________________________]

Country, if outside the United States: [________________________________]

3.2 Principal Office, If Different

Street address: [________________________________]

City: [________________________________]

State/province: [________________________________]

ZIP/postal code: [________________________________]

Country, if outside the United States: [________________________________]

3.3 New Mexico Registered Office and Agent

NMSA 1978, § 53-17-9 requires an authorized foreign corporation to continuously maintain a New Mexico registered office and registered agent. The agent may be a New Mexico resident individual or an eligible domestic or authorized foreign corporation, and the agent's business office must be identical to the registered office.

Registered agent: [________________________________]

Registered-office street address: [________________________________]

City: [________________________________] State: NM ZIP: [__________]

Agent eligibility:

☐ New Mexico resident individual

☐ New Mexico domestic corporation

☐ Foreign corporation authorized in New Mexico

☐ Required registered-agent acceptance will be completed in the portal or uploaded as directed.

4. NEW MEXICO BUSINESS PURPOSE

Describe the purpose the corporation proposes to pursue in New Mexico, as required by NMSA 1978, § 53-17-5(A)(6):

[____________________________________________________________]

[____________________________________________________________]

5. DIRECTORS AND OFFICERS

NMSA 1978, § 53-17-5(A)(7) requires the names and addresses of the corporation's directors and officers who have consented to serve.

☐ All current directors and officers who have consented to serve are listed.

6. SHARE INFORMATION

6.1 Authorized Shares

NMSA 1978, § 53-17-5(A)(8) requires the aggregate number of authorized shares, itemized by class and series.

Total authorized shares: [____________]

6.2 Issued Shares

NMSA 1978, § 53-17-5(A)(9) requires the aggregate number of issued shares, itemized by class and series.

Total issued shares: [____________]

7. CURRENT-FISCAL-YEAR ESTIMATES

NMSA 1978, § 53-17-5(A)(10) requires dollar estimates for the current fiscal year. These figures also affect the filing-fee calculation under NMSA 1978, § 53-2-1.

Estimated gross business transacted at or from New Mexico places of business: $[____________]

Estimated gross business transacted everywhere: $[____________]

Estimated value of property located in New Mexico: $[____________]

Estimated value of property everywhere: $[____________]

Estimated authorized shares represented in New Mexico:

Total authorized shares × (New Mexico property + New Mexico business) ÷ (all property + all business) = [____________] shares

☐ Filing-fee inputs have been reviewed for consistency.

☐ If the denominator is zero or the portal calculation differs, the filer will obtain instructions from the Secretary of State rather than inventing a value.

8. GOOD STANDING AND EXECUTION

8.1 Good-Standing Certificate

NMSA 1978, § 53-17-6(A)(2) requires a good-standing and compliance certificate issued by the appropriate home-jurisdiction official. It must be current within 30 days and unexpired when received by the Secretary of State.

Issuing office: [________________________________]

Certificate date: [__/__/____]

Planned filing date: [__/__/____]

☐ Certificate will be no more than 30 days old and unexpired when received.

☐ Certificate is ready to upload.

8.2 Authorized-Officer Execution

Corporation name: [________________________________]

Authorized officer signature or portal certification: [________________________________]

Printed name: [________________________________]

Officer title: [________________________________]

Date signed: [__/__/____]

NMSA 1978, § 53-17-5(B) requires execution by an authorized officer. The statute does not require notarization of the authority application.

9. FILING FEE AND SUBMISSION

Under NMSA 1978, § 53-2-1(A)(13), the authority filing fee is $1 for each 1,000 authorized shares represented in New Mexico, subject to a $200 minimum and $1,000 maximum.

Portal-calculated filing fee: $[____________]

☐ Current online application completed through the New Mexico Business Portal.

☐ Good-standing and compliance certificate uploaded.

☐ Registered-agent acceptance completed or uploaded.

☐ Fictitious-name board resolution uploaded, if applicable.

☐ Payment confirmation and filed documents retained.

10. POST-FILING CHECKLIST

☐ File the initial corporate report within 30 days after the certificate of authority is issued, as required by NMSA 1978, § 53-5-2(A).

☐ Calendar the biennial corporate report for the 15th day of the fourth month after the end of the corporation's taxable year. The current corporate-report filing fee is $25 under NMSA 1978, § 53-2-1(A)(16).

☐ File a supplemental report within 30 days after a reportable change listed in NMSA 1978, § 53-5-2(D).

☐ Continuously maintain the registered office and registered agent required by NMSA 1978, § 53-17-9.

☐ If the corporation changes its name or wants to pursue additional New Mexico purposes, review the amended-authority requirement in NMSA 1978, § 53-17-14.

☐ If the corporation ceases transacting business in New Mexico, use the withdrawal process under NMSA 1978, §§ 53-17-15 and 53-17-16. The current withdrawal filing fee is $50.

☐ Review tax registration, licenses, permits, professional-corporation rules, and industry-specific approvals separately.

SOURCES AND REFERENCES

• New Mexico Secretary of State — Business Services
• New Mexico Secretary of State — Online Services
• New Mexico Secretary of State — Business Filing Portal
• New Mexico Secretary of State — Statutes Governing Business
• New Mexico OneSource — Current Chapter 53 NMSA 1978
• New Mexico OneSource — Current Chapter 53 PDF