Corporation Charter Documents Section

Telephone Inquiries: 505-827-4511

The Charter Documents section of the Corporations Bureau is responsible for receiving, reviewing, and filing documents relating to the formation of domestic corporations (profit and nonprofit) and domestic limited liability companies; the qualification of foreign corporations (profit and nonprofit) and registration of foreign limited liability companies; and subsequent documents that amend the original documents, or dissolve, withdraw, or merge the entity.

 

Charter Document Frequently Asked Questions

1. What is a corporation?

A corporation is a legal entity created upon filing Articles of Incorporation with the Public Regulation Commission.
It has a legal status or existence that is separate from both the individual(s) who forms it and its owners.
It offers limited liability to the shareholders or members.
A corporation that is formed under the Business Corporation Act has the authority to issue shares and is usually referred to as a profit corporation.
A corporation that is formed under the Nonprofit Corporation Act may be for charitable, educational, religious, social, scientific, and other like purposes.
It does not have not have authority to issue shares.

2. What is a limited liability company?

A limited liability company (LLC) is a legal entity created upon filing Articles of Organization with the Public Regulation Commission.
It has some of the characteristics of partnerships and some of the characteristics of corporations.
It does not have authority to issue shares.
The owners of an LLC are called members.
LLC’s are managed by the members, or by managers who are not members.
An LLC provides limited liability to its members.

3. Does the Public Regulation Commission file other types of entities?

Yes. We file the necessary documents to form Cooperative Associations, Water Users Associations, Sanitary Projects Associations, Cooperative Marketing Associations, and Rural Electric Cooperatives.
We also register foreign business trusts.

4. How do I decide which type of entity I should form?

We recommend that you consult with private legal counsel and financial consultants to determine which entity best suits your needs.
The Corporations Bureau cannot advise you on questions concerning taxation, liability of the owners, and other issues relating to the advantages or disadvantages of forming a particular entity.
We can act only in an administrative capacity with respect to filing whatever documents are submitted.

5. Does the commission provide forms for these filings?

Yes, we have filing packets for most filings.
These packets contain information pertaining to the statutory requirements and filing fees for each particular filing, as well as the forms and instructions.
We recommend the use of our forms to better ensure compliance with statutory requirements.
These packets may be downloaded from this website, or may be mailed at your request.

6. How do I submit my documents?

Documents may be either mailed to the Public Regulation Commission, P.O. Box 1269, Santa Fe, NM 87504-1269, or delivered via courier or express service to 1120 Paseo de Peralta, Santa Fe, NM 87501.
Applicable filing fees in the form of check or money order, made payable to the New Mexico Public Regulation Commission, must accompany the documents.
We cannot accept cash or credit card.

7. How long does it take the commission to file my documents?

A document submitted for regular processing will be reviewed and either approved or disapproved within 15 working days of receipt. 
A document may be expedited if submitted with a request form provided by the bureau for this purpose and accompanied by fee for expedited service.  Complete instructions are detailed on the expedited request form, which can also be download from the “Corporations Forms” page on this website, or can be mailed or faxed upon request.

8. Why would a document be disapproved?

We review each document for statutory compliance.
If the document fails to meet the statutory requirements for that particular type of filing, it will be disapproved and returned to the submitter with a letter detailing the reasons for disapproval.
The corrected document may then be resubmitted and the review process will begin again.

9. If I have a corporation or a limited liability company formed under the laws of another state, do I have to file anything to do business in New Mexico?

A foreign corporation or limited liability company shall not transact business in this state without obtaining authority from the Public Regulation Commission, and is subject to fees and penalties if it transacts business without such authority.
However, there are certain transactions and activities which do not constitute transacting business.
Some exemptions are enumerated in the filing packets for qualifying a foreign corporation and registering a foreign limited liability company.
These packets may be downloaded from this website.
There may other exemptions that are not on this list.
It is the corporation’s responsibility to seek legal counsel, if necessary, to determine if it is required to obtain authority.
The commission cannot advise on this matter.

10. What are a registered agent and registered office?

The only duty of the registered agent is to accept service of process on behalf of the corporation or limited liability company, and to forward such process to the corporation or LLC.
The registered office is the New Mexico street address at which the registered agent could be located.
A registered agent and registered office must be continuously maintained in New Mexico.

11. Who can be a registered agent?

A registered agent can be one of the following:
An individual who lives in New Mexico having a street address (not a p.o. box) for the registered office address;
A domestic corporation having an office in New Mexico for the registered office address; or
A foreign corporation, authorized to transact business in New Mexico, having an office in New Mexico for the registered office address.
Note: A corporation cannot act as its own registered agent.

12. Do I have to amend the Articles of Incorporation to change a registered agent, officers or directors?

No. The Articles of Incorporation only establish the initial appointments of registered agent, registered office, and directors.
Officers are filed on the first report.
Any subsequent changes to these appointments must be filed on the annual or biennial report, or on a supplemental report, within 30 days of the change. These report forms may be obtained from our office or from our website.

13. Can I file a “dba” (doing business as) name with the Corporations Bureau?

No. We only recognize and record the corporate or limited liability company name.
There is no provision under New Mexico state law for the registration of a dba name.

14. Are corporate bylaws filed with the commission?

No, effective July 1, 2003, the commission does not file corporate bylaws.
The new statutory requirement for nonprofit corporations stipulates that the bylaws in effect for the corporation shall be signed by two authorized officers of the corporation and shall be maintained at the corporation’s principal office in New Mexico and shall be subject to inspection and copying by the public.
If the most recently adopted bylaws are not so maintained, they shall be void.
The corporation may charge a reasonable fee for copying its bylaws, not to exceed one dollar ($1.00) per page.
There is no statutory requirement regarding bylaws for a profit corporation.

15. Do I obtain my corporate seal from the commission?

The commission does not issue corporate seals, nor is a corporate seal a statutory requirement.
You may obtain a corporate seal, at your option, from an office supply or stationery company.

16. Can the Corporations Bureau answer questions regarding the legitimacy of a corporation?

No. The Corporations Bureau can only provide information regarding the date of incorporation, the names of the officers and directors, the corporate address, the name and address of the registered agent and registered office, and if the corporation is in good standing with the commission.
Good standing status relates only to whether or not the corporation is current with its corporate report filings.

17. Where do I file a complaint against a corporation?

The Public Regulation Commission has no regulatory authority over a corporation’s practices.
You may wish to consult private legal counsel or the Attorney General’s office.