N.M. Admin. Code § 12.3.2.8

Current through Register Vol. 35, No. 21, November 5, 2024

Section 12.3.2.8 - DOMESTIC PROFIT CORPORATIONS

A domestic profit corporation shall comply with the requirements of the Business Corporations Act, NMSA 1978, Chapter 53, Articles 11 through 18.

A. Filing requirements. A domestic profit corporation shall file all documents required by this section in compliance with 12.3.1 NMAC, General Provisions, and shall pay all filing fees required by NMSA 1978 Section 53-2-1.

B. Name. A domestic profit corporation shall comply with the name requirements in NMSA 1978 Section 53-11-7 and may use the procedures in 12.3.1.15 NMAC for inquiring about, reserving, formally applying for, or reinstating a name. A corporation in existence on June 17, 1983 is deemed to be in compliance with the requirements of NMSA 1978 Section 53-11-7 for a separate word or abbreviation describing the type of corporation named.

C. Filing year. A domestic profit corporation shall file biennial reports and supplemental reports with the bureau:

(1) for even-numbered taxable year ends if the last digit of its New Mexico certificate of incorporation number is an even number;

(2) for odd-numbered taxable year ends if the last digit of its New Mexico certificate of incorporation number is an odd number;

(3) for the calendar year determined by the bureau if it was assigned a duplicate number before 1980; the bureau shall notify the corporation of the appropriate filing years.

D. Taxable year. For a new domestic corporation for which no taxable year period has been determined, the bureau will presume that the corporation's taxable year ends December 31. If a new domestic profit corporation selects a different end date for its taxable year, it shall so inform the commission.

E. Required documents.

(1) Articles of incorporation. A domestic profit corporation shall adopt and file with the commission articles of incorporation that comply with NMSA 1978 Sections 53-12-2 and 53-12-3. The corporation may amend or restate the articles as provided in NMSA 1978 Sections 53-13-1 through 53-13-12.

(2) Statement designating registered agent and office. A domestic profit corporation shall have and continuously maintain on file with the commission a registered agent and office that meet the requirements in NMSA 1978 Sections 53-11-11, 53-11-12, and 53-11-13.

F. Merger and consolidation. Two or more domestic corporations may merge or consolidate in compliance with the applicable requirements of NMSA 1978 Sections 53-14-1 through 53-14-7 and shall file articles of merger, consolidation, or exchange as required by NMSA 1978 Sections 53-14-4 and 53-14-5. Shareholders may convert a domestic profit corporation into a limited liability company by complying with NMSA 1978 Section 53-19-60.

G. Dormant status. A domestic profit corporation that meets the requirements of NMSA 1978 Section 53-5-9 for dormant status, may, in lieu of filing a required corporate report, file a statement that it is no longer actively engaged in business in New Mexico. A dormant corporation may extend its dormant status, or may be fully revived by complying with NMSA 1978 Section 53-5-9.

H. Dissolution. A domestic profit corporation seeking voluntary dissolution shall comply with the requirements for dissolution provided in NMSA 1978 Sections 53-16-1 through 53-16-24, and file a statement of intent to dissolve as required by NMSA 1978 Section 53-16-4, and articles of dissolution that comply with NMSA 1978 Sections 53-16-11 and 53-16-12. A domestic profit corporation may revoke voluntary dissolution proceedings as provided in NMSA 1978 Sections 53-16-7 and 53-16-8 by filing a statement of revocation required by NMSA 1978 Section 53-16-9.

I. Administrative revocation and reinstatement. The commission may administratively revoke a domestic profit corporation by issuing a certificate of revocation under the circumstances and following the process provided in NMSA 1978 Section 53-11-12. A corporation may apply to the commission for reinstatement following the process and within the time period provided in NMSA 1978 Section 53-11-12.

N.M. Admin. Code § 12.3.2.8

12.3.2.8 NMAC - Rp, 12.3.2.8 NMAC, 12-15-09