Professional Corporation / PLLC Formation Packet — New Mexico

Professional Corporation / PLLC Formation Packet — New Mexico

New Mexico licensed professionals practice through a Professional Corporation ("PC") organized under the New Mexico Professional Corporation Act, N.M. Stat. §§ 53-6-1 to 53-6-14, supplemented by the Business Corporation Act (§§ 53-11-1 to 53-18-12). New Mexico does not have a separate "professional LLC" statute or a distinct "PLLC" designation. A professional may instead form a standard limited liability company under the New Mexico Limited Liability Company Act, §§ 53-19-1 to 53-19-74; § 53-19-6 permits an LLC to conduct "any lawful business or purpose" but provides that an LLC whose purpose makes it subject to other laws is also subject to those laws — i.e., to the applicable licensing statute and board rules. Confirm with your licensing board whether your profession may render services through an LLC.

1. Quick-Reference Summary

2. Pre-Filing Checklist

License Verification

☐ Each proposed shareholder/director (PC) or member/manager (LLC) holds a current, active New Mexico license to render: [________________________________]
☐ License numbers verified with the New Mexico licensing board: [________________________________]
☐ All shareholders/members render the same professional service (N.M. Stat. § 53-6-3(B))
☐ No disqualifying disciplinary action pending against any proposed owner

Entity-Choice Confirmation

☐ Confirmed with the licensing board whether the profession must use a professional corporation or may use an LLC
☐ If using an LLC, obtained written confirmation that the board authorizes LLC practice for this profession
☐ Tax treatment reviewed with CPA (C-corp, S-corp election, or LLC pass-through)

Name, Agent, Fees, Approval, Insurance

☐ Name availability searched (NM Secretary of State business search)
☐ Name includes required PC designation ("limited," "chartered," "professional association," or "professional corporation," or abbreviation) — § 53-6-6
☐ For a dental PC, name includes members' names plus a § 53-6-6 designation
☐ Registered agent and registered office in New Mexico designated (physical address, not a P.O. box)
☐ Filing fee confirmed: PC $100 minimum (per authorized shares, § 53-2-1) / LLC $50
☐ Board certificate/registration obtained if required and attached as Exhibit A: [__/__/____]
☐ Professional liability / malpractice insurance obtained or confirmed
☐ Federal EIN obtained (IRS Form SS-4)
☐ Initial corporate report filed within 30 days of incorporation (PC)

3. Articles of Incorporation — Professional Corporation (New Mexico)

ARTICLES OF INCORPORATION OF A PROFESSIONAL CORPORATION

Pursuant to the New Mexico Professional Corporation Act, N.M. Stat. §§ 53-6-1 to 53-6-14, and the New Mexico Business Corporation Act, §§ 53-11-1 to 53-18-12, the undersigned incorporator(s), each an individual licensed to render the professional service described below, adopt the following Articles of Incorporation:

Article I — Name

The name of the corporation is:

[________________________________]

The name contains the required statutory designation (select one) (N.M. Stat. § 53-6-6):

• ☐ Professional Corporation / P.C. / PC
• ☐ Professional Association / P.A. / PA
• ☐ Chartered
• ☐ Limited / Ltd.

Article II — Purpose

The corporation is organized under N.M. Stat. §§ 53-6-1 to 53-6-14 for the sole and specific purpose of rendering the single professional service of [________________________________] (the "Professional Service") and services ancillary thereto, and for no other purpose. The corporation shall render the Professional Service only through officers, employees, and agents duly licensed or otherwise legally authorized in New Mexico to render that service.

The Professional Service is:

• ☐ Law (attorney-at-law)
• ☐ Medicine and surgery
• ☐ Dentistry
• ☐ Certified public accountancy / registered public accountancy
• ☐ Architecture
• ☐ Veterinary medicine
• ☐ Chiropractic
• ☐ Optometry
• ☐ Osteopathy
• ☐ Podiatry
• ☐ Other licensed profession: [________________________________]

Article III — Professional Services

A. The corporation shall render only the single Professional Service identified in Article II (N.M. Stat. § 53-6-3(B)) and shall not engage in any business other than rendering that service, though it may render ancillary services and may own and invest property as permitted by the Act.

B. The corporation shall comply with all rules and regulations of the [________________________________] (licensing board) governing the practice of the Professional Service.

Article IV — Registered Office and Registered Agent

Registered Agent: [________________________________]
Registered Office (physical street address in New Mexico): [________________________________]
City, State, ZIP: [________________________________], New Mexico [____]

Article V — Capital Stock

A. The corporation is authorized to issue [________________________________] shares of common stock, [par value $[____] per share / no par value].

B. Shareholder eligibility. Shares may be issued to and held only by individuals duly licensed or otherwise legally authorized in New Mexico to render the same Professional Service as the corporation (N.M. Stat. §§ 53-6-3, 53-6-8).

Article VI — Incorporator(s)

Each incorporator is an individual licensed to render the Professional Service in New Mexico (N.M. Stat. § 53-6-4).

Article VII — Directors

A. The initial board consists of [____] director(s).

B. All directors must be licensed to render the Professional Service in New Mexico.

Article VIII — Professional Licensing

A. Each shareholder, director, and officer shall maintain a current, active New Mexico license to render the Professional Service.

B. If any shareholder's license is revoked, suspended, or surrendered, or the shareholder otherwise becomes disqualified, the shareholder shall promptly transfer all shares as provided in Article IX.

C. The corporation shall notify the [________________________________] (licensing board) of any change in shareholders, directors, or officers as required by board rule.

Article IX — Share Transfer Restrictions and Mandatory Buy-Back

A. Restriction on transfer. Shares may be issued and transferred only to persons duly licensed or legally authorized to render the Professional Service for which the corporation is organized, except for limited transfers expressly permitted by the Professional Corporation Act: (i) by operation of law, subject to the Act; (ii) to a revocable trust whose grantor is a licensed person, on condition that the trustee dispose of the shares on the grantor's death or disqualification as the Act requires; and (iii) to a tax-qualified employee benefit plan, subject to the Act's disposition requirements (N.M. Stat. § 53-6-8).

B. Mandatory buy-back on death or disqualification. Upon the death of a shareholder, or upon a shareholder becoming legally disqualified to render the Professional Service or ceasing to be licensed, the corporation shall purchase (or cause a licensed person to purchase) all of that shareholder's shares within [____] days, at a price determined by (select one):

• ☐ Book value as of the most recent fiscal year-end
• ☐ Fair market value determined by an independent appraiser
• ☐ Formula set forth in the Shareholders' Agreement
• ☐ Other: [________________________________]

C. Legend. Every stock certificate shall bear a conspicuous legend referencing the restrictions of this Article and the New Mexico Professional Corporation Act.

Article X — Dissolution

A. Upon dissolution, all pending professional matters shall be completed or transferred to a licensed professional or professional entity, and client/patient records shall be handled in accordance with board rule.

B. The corporation shall provide notice of dissolution to the [________________________________] (licensing board) within [____] days.

Incorporator Signature

IN WITNESS WHEREOF, the undersigned incorporator(s) executed these Articles of Incorporation on [__/__/____].

4. Articles of Organization — Limited Liability Company (Professional Practice, Where Board Permits)

ARTICLES OF ORGANIZATION (LIMITED LIABILITY COMPANY)

Pursuant to the New Mexico Limited Liability Company Act, N.M. Stat. §§ 53-19-1 to 53-19-74, the undersigned organizer files these Articles of Organization and states:

Article I — Name

The name of the company is [________________________________], which contains "limited liability company," "limited company," "L.L.C.," "LLC," "L.C.," or "LC" (N.M. Stat. § 53-19-3).

Article II — Purpose (Professional Practice)

The company is organized to render the professional service of [________________________________] and lawful activities ancillary thereto. Because that purpose makes the company subject to professional-licensing law, the company is also subject to those laws (N.M. Stat. § 53-19-6). The company shall render the professional service only through members, managers, employees, and agents who are duly licensed or otherwise legally authorized in New Mexico, and the company is subject to the rules and disciplinary authority of the [________________________________] (licensing board).

Article III — Duration

☐ Perpetual ☐ Until [__/__/____] ☐ Until completion of: [________________________________]

Article IV — Registered Office and Registered Agent

Registered Agent: [________________________________]
Registered Office: [________________________________], New Mexico [____] (N.M. Stat. § 53-19-5)

Article V — Management

The company is (select one): ☐ managed by its members ☐ managed by managers. All members and any managers who render the professional service are duly licensed in New Mexico.

Article VI — Membership Transfer Restriction

A. No membership interest shall be transferred, voluntarily or by operation of law, to any person who is not duly licensed or legally authorized in New Mexico to render the professional service, except to the company.

B. Upon a member's death, disqualification, or loss of license, the company shall purchase or cause a licensed person to purchase that member's interest within [____] days at a price determined under the Operating Agreement. A legend referencing this restriction shall appear in the Operating Agreement and on any membership certificate.

Organizer Signature

IN WITNESS WHEREOF, the undersigned organizer executed these Articles of Organization on [__/__/____].

5. Licensing-Board Approval / Registration Block

☐ Board approval / registration attached — The [________________________________] (licensing board) has approved or registered this entity. Certificate/Letter dated [__/__/____] is attached as Exhibit A.

☐ Post-filing registration required — The board requires the entity to register or file a copy of the filed formation document after filing. Deadline: [__/__/____].

☐ No board pre-approval required for this profession; entity remains subject to board rules and disciplinary authority.

Board contact / file reference: [________________________________]

Signature and Acknowledgment

State of New Mexico, County of [________________________________]

On [__/__/____], before me personally appeared the person(s) who signed the foregoing instrument and acknowledged executing it.

Notary Public: [________________________________] My commission expires: [__/__/____]

Post-Filing Checklist

☐ Articles of Incorporation (PC) or Articles of Organization (LLC) filed online with the NM Secretary of State; fee paid (PC $100 minimum / LLC $50)
☐ NM Secretary of State business ID / filing confirmation recorded: [________________________________]
☐ Initial corporate report filed within 30 days of incorporation (PC)
☐ Federal EIN obtained (IRS Form SS-4)
☐ Licensing-board registration/certificate filed (if required) and copy retained
☐ Stock certificates issued with restrictive legend (PC) / Operating Agreement executed (LLC)
☐ Shareholders' Agreement / Operating Agreement adopted with buy-back terms
☐ Separate entity bank account opened in the legal name
☐ Professional liability insurance bound
☐ NM CRS / state tax registration completed as applicable

Sources and References

• New Mexico Professional Corporation Act, N.M. Stat. §§ 53-6-1 to 53-6-14 — https://law.justia.com/codes/new-mexico/chapter-53/article-6/
• N.M. Stat. § 53-6-3 (Definitions) — https://law.justia.com/codes/new-mexico/chapter-53/article-6/section-53-6-3/
• N.M. Stat. § 53-6-6 (Corporate name) — https://law.justia.com/codes/new-mexico/chapter-53/article-6/section-53-6-6/
• New Mexico Limited Liability Company Act, §§ 53-19-1 to 53-19-74 — https://law.justia.com/codes/new-mexico/chapter-53/article-19/
• N.M. Stat. § 53-19-6 (Nature and duration of business) — https://law.justia.com/codes/new-mexico/chapter-53/article-19/section-53-19-6/
• N.M. Stat. § 53-2-1 (Fees of secretary of state) — https://law.justia.com/codes/new-mexico/chapter-53/article-2/section-53-2-1/
• New Mexico Secretary of State — Statutes Governing Business / Corporations & Business Services — https://www.sos.nm.gov/business-services/