APPLICATION FOR CERTIFICATE OF AUTHORITY
TO TRANSACT BUSINESS IN THE STATE OF NEW MEXICO
(Foreign Corporation / Foreign Limited Liability Company)
[// GUIDANCE: Use this attorney-drafted template when preparing a foreign qualification filing for a client that is organized in a jurisdiction other than New Mexico but wishes to “do business” within the State of New Mexico. The template tracks the substantive requirements of the New Mexico Business Corporation Act, NMSA 1978, § 53-17-3 (corporations), and the New Mexico Limited Liability Company Act, NMSA 1978, § 53-19-48 (LLCs). It also embeds best-practice covenants to ensure continuing compliance once authority is granted.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Operative Provisions
- Representations & Warranties
- Covenants & Continuing Obligations
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits
1. DOCUMENT HEADER
1.1 Parties Identification
This Application for Certificate of Authority (the “Application”) is submitted by [LEGAL NAME OF ENTITY], a [state/territory/country] [corporation / limited liability company] (the “Foreign Entity”), to the Office of the New Mexico Secretary of State (the “Secretary of State”).
1.2 Recitals
A. The Foreign Entity was duly formed and is in good standing under the laws of [HOME JURISDICTION] on [DATE OF FORMATION].
B. The Foreign Entity desires to transact business in the State of New Mexico (“New Mexico” or the “State”) and is therefore required to obtain a Certificate of Authority pursuant to the New Mexico Business Corporation Act or New Mexico Limited Liability Company Act, as applicable.
C. The Foreign Entity adopts and files this Application to satisfy statutory prerequisites and to evidence its consent to the jurisdiction and authority of the State of New Mexico with respect to the matters set forth herein.
1.3 Effective Date
Unless a delayed effective date not exceeding ninety (90) days is stated below, this Application shall be effective upon the date of filing and acceptance by the Secretary of State.
Delayed Effective Date (if any): [MM/DD/YYYY].
2. DEFINITIONS
For purposes of this Application, the following terms have the meanings set forth below. Defined terms appear in initial capital letters throughout this document.
“Certificate of Authority” – The certificate issued by the Secretary of State evidencing approval of this Application.
“Foreign Entity” – [LEGAL NAME OF ENTITY], as identified in Section 1.1, including its successors and permitted assigns.
“Registered Agent” – The individual or entity appointed pursuant to Section 3.5 to receive service of process on behalf of the Foreign Entity in New Mexico.
“Secretary of State” – The Office of the New Mexico Secretary of State and any successor agency exercising substantially similar functions.
“State” – The State of New Mexico.
3. OPERATIVE PROVISIONS
3.1 Legal Name of Foreign Entity
[LEGAL NAME OF ENTITY]
3.2 Alternate Name (if Required)
If the name in Section 3.1 is unavailable for use in New Mexico, the Foreign Entity shall transact business under the following alternate name that complies with NMSA 1978, § 53-17-6 / § 53-19-49, as applicable:
[ALTERNATE NAME – leave blank if not required]
3.3 Jurisdiction & Date of Formation
Jurisdiction of Formation: [HOME JURISDICTION]
Date of Formation: [MM/DD/YYYY]
3.4 Duration
☐ Perpetual
☐ Term expires on [MM/DD/YYYY]
3.5 Principal Office
Street Address: [NUMBER] [STREET]
City: [CITY] State/Province: [STATE/PROVINCE] Postal Code: [ZIP/POSTAL]
Country (if outside U.S.): [COUNTRY]
3.6 Registered Office & Registered Agent in New Mexico
Registered Office Street Address (must be physical, no P.O. Boxes):
[NUMBER] [STREET], [CITY], NM [ZIP]
Registered Agent Name: [FULL LEGAL NAME]
Registered Agent Email (optional): [EMAIL]
[// GUIDANCE: Attach the Registered Agent’s signed consent as Exhibit B unless acting as organizer/officer of the Foreign Entity and signing both documents.]
3.7 Purpose of Business in New Mexico
The Foreign Entity’s business to be conducted in New Mexico is:
[BRIEF STATEMENT OF PURPOSE]
[// GUIDANCE: Use a broad but accurate purpose; NMSA only requires a statement sufficient to determine whether the activity is lawful.]
3.8 Authorized Shares / Ownership Interests
A. If Corporation:
1. Aggregate number of shares the corporation is authorized to issue: [TOTAL SHARES]
2. Classes and series with par value (attach additional sheet if necessary):
| Class | Series | Par Value | Number Authorized |
|---|---|---|---|
| [e.g., Common] | — | $[0.01] | [#] |
B. If LLC:
1. The LLC is ☐ member-managed ☐ manager-managed.
2. Names and business addresses of members/managers owning 20% or more (attach schedule if needed):
| Name | Title | Address |
|---|---|---|
| [NAME] | [Member/Manager] | [ADDRESS] |
3.9 Names & Addresses of Governing Persons
Provide the name, title, and business address of each director (corporation) or manager/member (LLC). Attach “Exhibit C – Governing Persons” if more space is required.
3.10 Certificate of Good Standing
The Foreign Entity affirms that it is in good standing under the laws of its jurisdiction of formation and has attached Exhibit A – Certificate of Good Standing/Existence issued within ninety (90) days preceding the filing of this Application.
3.11 Tax Responsibility
The Foreign Entity acknowledges that it is subject to New Mexico tax registration, reporting, and payment obligations applicable to entities transacting business in the State.
4. REPRESENTATIONS & WARRANTIES
The Foreign Entity hereby represents and warrants to the State as follows:
4.1 Due Organization & Power. The Foreign Entity is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and has full power and authority to file this Application and to conduct business in New Mexico.
4.2 Authorization. The execution, delivery, and filing of this Application have been duly authorized by all necessary entity action of the Foreign Entity.
4.3 Accuracy of Information. The information set forth in this Application and the attached exhibits is true, correct, and complete as of the date hereof.
4.4 No Conflicts. The filing of this Application does not violate the organizational documents of the Foreign Entity or any agreement or law binding upon it.
4.5 Good Standing. The Foreign Entity is not delinquent in the payment of any fees, taxes, or penalties due in its home jurisdiction and has not had its right to transact business suspended or revoked in any jurisdiction within the five (5) years preceding the date of this Application.
[// GUIDANCE: These reps survive only until the Certificate of Authority is issued. Additional survival language is unnecessary for a statutory filing.]
5. COVENANTS & CONTINUING OBLIGATIONS
5.1 Maintenance of Good Standing. The Foreign Entity shall maintain its existence and good standing in its home jurisdiction and in New Mexico for so long as it transacts business in the State.
5.2 Registered Agent & Office. The Foreign Entity shall continuously maintain a Registered Office and Registered Agent in New Mexico and shall file any change with the Secretary of State within thirty (30) days after such change.
5.3 Annual/Biennial Reports.
A. Corporation: The Foreign Entity shall deliver its biennial report to the New Mexico Taxation and Revenue Department on or before the fifteenth (15th) day of the third month following the close of its tax year or such other date as may be required by law.
B. LLC: No periodic report is currently required, but the Foreign Entity shall file any future reports the legislature may mandate.
5.4 Tax Compliance. The Foreign Entity shall register with the New Mexico Taxation and Revenue Department and timely pay all applicable state and local taxes, including franchise and income taxes where required.
5.5 Record-Keeping. The Foreign Entity shall keep at its principal office or a location designated in writing to the Secretary of State those records required by its governing law and make them available for inspection as mandated by NMSA 1978, § 53-17-20 / § 53-19-29.
5.6 Withdrawal. Should the Foreign Entity cease transacting business in New Mexico, it shall file a Certificate of Withdrawal pursuant to NMSA 1978, § 53-17-12 (corporations) or § 53-19-56 (LLCs), and shall satisfy all accrued tax liabilities before such withdrawal becomes effective.
6. DEFAULT & REMEDIES
6.1 Events of Default. The following constitute an “Event of Default”:
(a) Failure to maintain a Registered Agent or Registered Office;
(b) Failure to pay any fees or franchise taxes when due;
(c) Failure to file required amendments or reports;
(d) Failure to maintain good standing in the home jurisdiction.
6.2 Administrative Remedies. Upon the occurrence of an Event of Default, the Secretary of State may, following notice and opportunity to cure, administratively revoke the Certificate of Authority in accordance with NMSA 1978, § 53-17-10 / § 53-19-55.
6.3 Cure Period. The Foreign Entity shall have sixty (60) days from the date of notice of delinquency to cure any Event of Default unless a shorter statutory period is prescribed.
6.4 Effect of Revocation. Upon revocation, the Foreign Entity shall (i) cease transacting business in New Mexico except as necessary to wind up and liquidate affairs, and (ii) remain subject to service of process for claims arising out of business transacted while authorized.
7. RISK ALLOCATION
[// GUIDANCE: Statutory filings typically do not contain indemnity provisions; however, this section clarifies liability exposure.]
7.1 Reliance by State. The State may rely upon the statements contained in this Application, and the Foreign Entity shall be liable for any inaccuracy or false statement pursuant to NMSA 1978, § 53-17-4(E) / § 53-19-50(E).
7.2 Limitation of State Liability. Acceptance of this Application and issuance of a Certificate of Authority do not constitute an endorsement of the Foreign Entity nor impose any liability on the State for the Foreign Entity’s acts or omissions.
7.3 Force Majeure. The Secretary of State shall not be liable for delays in processing caused by acts of God, acts of war, cyber-events, or other circumstances beyond its reasonable control.
8. DISPUTE RESOLUTION
8.1 Governing Law. This Application, and any disputes arising therefrom, shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict-of-laws principles.
8.2 Forum Selection. The Foreign Entity irrevocably submits to the exclusive jurisdiction of the Business Court (or, if unavailable, the appropriate district court) sitting in Santa Fe County, New Mexico for any proceeding relating to its authority to transact business in the State.
8.3 Arbitration; Jury Trial. Arbitration and jury-trial waivers are not applicable to this statutory filing.
9. GENERAL PROVISIONS
9.1 Amendments. The Foreign Entity shall promptly file an amended Application with the Secretary of State whenever the information contained herein becomes materially incorrect.
9.2 Severability. If any provision of this Application is determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the maximum extent permitted by law.
9.3 Integration. This document, together with the Exhibits hereto, constitutes the entire submission required for foreign qualification under New Mexico law, superseding any prior statements or submissions relating to the subject matter herein.
9.4 Electronic Submission. The Foreign Entity consents to electronic filing and electronic signatures to the fullest extent permitted under the Uniform Electronic Transactions Act, NMSA 1978, § 14-16-1 et seq.
10. EXECUTION BLOCK
IN WITNESS WHEREOF, the undersigned, being duly authorized, has executed this Application on behalf of the Foreign Entity on the date set forth below.
| Date: | [MM/DD/YYYY] |
| Foreign Entity: | [LEGAL NAME OF ENTITY] |
| By: | _______ |
| Name: | [PRINTED NAME] |
| Title: | [AUTHORIZED TITLE] |
| Email (optional): | [EMAIL ADDRESS] |
| Phone (optional): | [###-###-####] |
NOTARY ACKNOWLEDGMENT (if required by home jurisdiction or for recordation)
State of ___ )
County of ____ ) SS.
On this _ day of _, 20__, before me, the undersigned Notary Public, personally appeared ____, who acknowledged that (s)he is the ______ of [LEGAL NAME OF ENTITY], and that (s)he executed the foregoing Application for the purposes therein stated.
Notary Public
My Commission Expires: ___
[// GUIDANCE: New Mexico does not require notarization for electronic filings; however, notarization may be advisable if filing by paper or if home jurisdiction requires.]
11. EXHIBITS
• Exhibit A – Certificate of Good Standing/Existence (Home Jurisdiction)
• Exhibit B – Registered Agent’s Consent to Appointment (if separate)
• Exhibit C – Governing Persons Schedule (if additional space needed for Section 3.9)
END OF DOCUMENT