N.M. Admin. Code § 12.3.2.9

Current through Register Vol. 35, No. 23, December 10, 2024

Section 12.3.2.9 - FOREIGN PROFIT CORPORATIONS

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

A. Filing requirements. A foreign 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 foreign profit corporation shall comply with the name requirements in NMSA 1978 Section 53-17-3 and may use the procedures in 12.3.1.15 NMAC for inquiring about, reserving, registering, formally applying for, or reinstating a name. A corporation in existence on June 17, 1983 is deemed to be in compliance with the requirement of NMSA 1978 Section 53-11-7 for a separate word or abbreviation describing the type of corporation named.

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

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

(2) for odd-numbered taxable year ends if the last digit of its New Mexico certificate of authority 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 foreign profit 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 foreign profit corporation selects a different end date for its taxable year, it shall so inform the commission.

E. Required documents.

(1) Certificate of authority. Before transacting business in New Mexico, a foreign profit corporation shall obtain a certificate of authority from the commission pursuant to NMSA 1978 Section 53-17-1 by filing an application containing the information and supporting documents required in NMSA 1978 Sections 53-17-5 through 53-17-7. A foreign profit corporation shall amend its certificate of authority as provided in NMSA 1978 Section 53-17-14.

(2) Statement designating registered agent and office. A foreign profit corporation shall have and continuously maintain on file with the commission a registered office and agent that meet the requirements of NMSA 1978 Sections 53-17-9 and 53-17-10.

F. Merger and conversion. A foreign profit corporation that is a party to a statutory conversion or merger shall comply with, and file articles of merger or conversion as required by, NMSA 1978 Section 53-17-13.

G. Dormant status. A foreign 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. Withdrawal. A foreign profit corporation seeking to withdraw from doing business in New Mexico may procure a certificate of withdrawal from the commission by filing an application for withdrawal that complies with the requirements of NMSA 1978 Section 53-17-15 and 53-17-16.

I. Administrative revocation and reinstatement. The commission may revoke a foreign profit corporation's certificate of authority for the reasons provided in NMSA 1978 Section 53-17-17 by issuing a certificate of revocation pursuant to NMSA 1978 Section 53-17-18. A foreign profit corporation may apply to the commission for reinstatement following the process and within the time period provided in NMSA 1978 Section 53-17-18.

N.M. Admin. Code § 12.3.2.9

12.3.2.9 NMAC - Rp, 12.3.2.11 NMAC, 12-15-09