How to Form a New Mexico Corporation

Step 2: Appoint a New Mexico registered agent

Every New Mexico corporation must have a registered office and a registered agent who’s available at that office to receive lawsuits, notices, and demands on behalf of the corporation. According to New Mexico law, your registered agent must meet one of these requirements:

• Is an individual resident of New Mexico
• Is a domestic corporation with a physical place of business in New Mexico that is the same as the registered office
• Is a foreign corporation authorized to transact business in New Mexico having a place of business that is the same as the registered office

A corporation can’t serve as its own registered agent, but a director or officer of the corporation can. That said, many businesses choose to hire a professional agent for the security and flexibility. LegalZoom’s Albuquerque registered office meets all state requirements.

Step 3: Set up stock structure 

New Mexico law requires you to specify basic information about your corporation's stock structure in the articles of incorporation. You’ll need to state at least the total number of shares that your corporation will have the authority to issue. If you plan to issue more than one class of shares, state the number of shares in each class and the preferences, limitations, and rights that come with each class, such as voting rights. 

Keep in mind that the filing fee is based on an initial limit of 100,000 shares. That fee will increase by $1 for each 1,000 shares over that limit. 

Step 4: Specify incorporators and initial directors

Your articles also need to appoint one or more incorporator(s) and include the names and addresses of the initial board of directors. The role of the incorporator is to form the corporation, while the role of the directors is to hold the first organizational meeting and govern the corporation until the stockholders elect a new board of directors. 

Step 5: Prepare and file articles of incorporation

Your corporation’s existence begins when you file articles of incorporation with the Secretary of State. Here’s what you need to include:

• Name of the corporation
• Names and addresses of incorporators
• Names and addresses of initial directors
• Registered agent and registered office
• Period of duration, if not perpetual
• Corporate purpose 
• Stock structure
• Registered agent statement of acceptance

As of December 2024, the New Mexico SoS only accepts online business filings. To file, make an account with their online business portal and select articles of incorporation from the “forms” tap. The minimum filing fee is $100 and the maximum filing fee is $1,000. 

Step 6: Hold an organizational meeting and adopt bylaws

Once your corporation exists, the board of directors need to hold an organizational meeting to do the following:

• Adopt bylaws
• Appoint officers
• Transact other important business (such as elect to issue stock certificates and authorize corporate bank accounts)

A corporation’s bylaws describe its internal rules and operating procedures. Your bylaws can contain any provisions that address how to manage and regulate your corporation. But, those provisions can’t contradict your articles of incorporation or New Mexico law. These are some common provisions to consider: 

• Number of directors and officers
• Duties and responsibilities of directors and officers
• Procedures for shareholder meetings
• Voting procedures and quorum requirements
• Stock transfer restrictions
• Amendment procedures
• Indemnification provisions

Step 7: Obtain state and federal tax IDs

The next step is to apply for an employer identification number (EIN). An EIN is a federal tax ID that your corporation needs to file federal taxes, open a business bank account, hire employees, and obtain certain licenses and permits.

You can apply for free online through the Internal Revenue Service (IRS) or have LegalZoom handle it for you. 

Then, register with the Taxation and Revenue Department. You’ll receive a NM tax identification number and separate individual ID numbers for any of the following NM business taxes that apply to your business:

• Compensating tax
• Governmental gross receipts tax
• Gross receipts tax
• Interstate telecommunication gross receipts tax
• Leased vehicle gross receipts tax and surcharge
• Non-wage withholding tax
• Wage withholding tax

Step 8: Open a corporate bank account

This step is helpful to maintain your limited liability status and protect your personal assets. A separate business bank account will also help ensure your business keeps proper financial records.

Here’s what you’ll generally need:

• Certificate of incorporation
• EIN
• Corporate bylaws
• Board resolution authorizing account opening
• Identification for authorized signers

How are New Mexico corporations taxed?

New Mexico corporations need to meet both state and federal taxation requirements. It’s crucial to understand these tax obligations for both compliance and financial planning.

These are some common corporate taxes. 

• Corporate income tax: 5.9% 
• Franchise tax: $50 per year minimum for the privilege of doing business as a New Mexico corporation 
• S corporation taxes: Range from 1.5% to 5.9% (pass-through taxes)
• Gross receipts tax: New Mexico's primary business tax, imposed on most business activities
• Local gross receipts tax: Additional gross receipts tax imposed by municipalities and counties
• Compensating tax: “Use tax” on items purchased outside New Mexico for use in the state
• Withholding tax: For employee wages withheld for federal tax purposes

These are just the most common, but certain professions or business activities will require you to sign up for additional taxes—a CPA or tax advisor can help you know for sure. 

New Mexico compliance requirements

In addition to keeping up with taxes and business licenses, New Mexico corporations need to file a biennial report to maintain compliance with the state. The purpose of the report is to update the SoS on your business’ basic information. This includes your registered agent’s name and office address, director and officer information, and the date of your next annual shareholders’ meeting. 

It's due every two years by the 15th day of the fourth month following the end of your corporation’s taxable year. For calendar year corporations, that’s April 15. Submit your report online through the SoS’ online business portal along with the $25 (plus $1.95 if paying by debit or credit card) filing fee.

Here’s how to file:

1. Navigate to the business portal and sign into your account 
2. Click the “corporations” tab and select “biennial report”
3. Find your business name from the search results
4. Fill out the report and pay the filing fee 
5. Check that you’ve received filing confirmation

Start your New Mexico corporation with LegalZoom

There's a reason more than four million businesses have chosen LegalZoom to help them get off the ground. Our incorporation service can take care of everything you need to form your New Mexico corporation.

Here are some of the perks:

• Streamlined process. LegalZoom combines technology and experience to take the guesswork (and paperwork) out of business formation. Our online process can help you start your corporation in minutes.
• Expert support. All of our corporation formation packages include a meeting with a small business specialist and a consultation from 1-800Accountant.
• A full suite of services. Beyond just incorporation services, LegalZoom supports all your business filing needs. We provide year-round compliance management, bookkeeping tools, access to business attorneys, registered agent services, and trademark registration.