N.M. Code R. § 12.3.2.12

Current through Register Vol. 35, No. 11, June 11, 2024

Section 12.3.2.12 - REQUIRED FORMS

A domestic or foreign profit corporation shall file initial, biennial and supplemental reports as required by NMSA 1978 Section 53-5-2 through 53-5-9 on the commission-prescribed form available as provided in 12.3.1 NMAC.

A. First reports, biennial reports and supplemental reports shall contain:

(1) exact corporate name and U.S. mailing address;

(2) principal place of business in New Mexico;

(3) principal office outside of New Mexico for a foreign corporation;

(4) NMPRC certificate of incorporation/authority number;

(5) for foreign corporations: registered place of business in New Mexico if different from registered office;

(6) state or country of incorporation;

(7) registered agent and office located within New Mexico for service or process;

(8) names and addresses of all directors and officers;

(9) date and signature and title of an authorized officer or agent; and

(10) filing fees.

B. Filing fees, report due date, late filing penalty.

(1) Filing fees. A $25.00 filing fee is due and payable to the commission at the time of filing of each domestic or foreign first report, biennial report and supplemental report.

(2) Report due dates.

(a) First report. A domestic or foreign first report shall be filed within thirty days of the date of incorporation or qualification in New Mexico.

(b) Biennial report. A domestic or foreign biennial report shall be filed on or before the fifteenth day of the third month following the end of the corporation's taxable year. Biennial means every other year, not twice a year for filing purposes required report based on the last digit of the number referred to in Paragraph (4) of Subsection A of 12.3.2.12 NMAC, i.e., even number will file its biennial report for its even numbered taxable year-end.

(c) Supplemental report. A domestic of foreign supplemental report shall be filed within thirty days if, after the filing of the biennial report, a change is made in:

(i) the mailing address, street address, rural route number and box number or the geographical location of its registered office in this state and the name of the agent upon whom process against the corporation may be served;

(ii) the name or address or any of the directors of officers of the corporation or the date when the term of office of each expires; or

(iii) its principal place of business within or without the state.

(3) Late filing penalty. A $200.00 late filing penalty is required if a report is filed untimely.

C. Instructions.

(1) Enter exact corporate name and complete mailing address must be given to meet postal delivery requirements..

(2) Enter principal place of business in New Mexico. Enter "NONE," if applicable.

(3) Enter principal office outside of New Mexico, if different from the registered office in state or country of incorporation. Enter "NONE," if applicable.

(4) Enter original NMPRC certificate of incorporation/authority number issued by the corporations bureau or as assigned by computer pre-printed information.

(5) Enter foreign corporation's registered address in state or country of incorporation which may be different from the address referred to in Paragraph (3) of Subsection A of 12.3.2.12 NMAC on principal office outside of New Mexico.

(6) Enter corporation's state or country of incorporation unless pre-printed or as corrected.

(7) Enter registered agent and address located in New Mexico. Each corporation shall have and continuously maintain in New Mexico:

(a) a registered office which may be, but need not be, the same as its place of business;

(b) a registered agent, which agent may be either an individual resident in New Mexico whose business office is identical with the registered office, or a domestic corporation, or a foreign corporation authorized to transact business in New Mexico having a business office identical with the registered office; and

(c) an agent's address must be acceptable for service of process purposes; a post office box is unacceptable.

(8) Officers and directors are as set forth in NMSA 1978 Sections 53-8-18, 53-8-23, 53-8-83, 53-2-10, 53-11-35, and 53-11-48. Enter all officers and directors with respective addresses. Each New Mexico corporation shall have officers, with titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws, and as many officers as may be necessary to enable the corporation to sign instruments required under the Business Corporation Act.

(a) The number of directors of a New Mexico corporation shall consist of one or more members.

(b) Each director shall hold office for the term for which he/she is elected and until his or her successor has been elected and qualified.

(9) NMSA 1978 section 53-2-10 private remedy.

(a) Any person who suffers any loss of money or propery as a result of being designated a director of a corporation without giving his consent may bring an action against the designating corporation to recover actual damages or one thousand dollars ($1,000), whichever is greater.

(b) The court may award attorneys' fees and costs to the party injured as a result of the director designation if he prevails. The court may award attorney's fees to the corporation charged if the court finds that the action brought against the corporation was groundless.

(c) The relief provided in this section is in addition to remedies otherwise available against the same conduct under the common law or other statutes of this state.

(10) NMSA 1978 section 53-5-5 corporate reports, affirmation, penalty.

(a) All reports required to be filed with the commission pursuant to the Corporate Reports Act shall contain the following affirmation: "Under penalties of perjury, I declare and affirm that I have examined this report, including the accompanying schedules and statement, and that all statements contained therein are true and correct."

(b) Any person who makes and subscribes any report required under the Corporate Reports Act that contains a false statement, which statement is known to be false by such person, is guilty of perjury and upon conviction shall be punished as provided for in the perjury statutes of this state.

(c) The report shall be signed and sworn to by the chairman of the board, president, vice president, secretary, principal accounting officer or authorized agent of the corporation.

(11) Application for period extension. Any corporation may, upon application to the commission by the due date upon which a report is required to be filed, petition the commission for an extension of time. The commisison may, for good cause, extend for no more than a total of twelve months the date on which the payment of any fee is required. A copy of a commission extension shall be attached to the required report.

(12) Mandatory IRS extension. The commission shall, when an extension of time has been granted a corporation under the United States Internal Revenue Code for the time in which to file a report, grant the corporation the same extension of time provided that a copy of the approved (signed) federal extension of time (IRS 7004 or 7005) is attached to the corporation's report. However, the bureau will acknowleldge and approve the extension upon receiving a copy of a valid IRS extension prior to the filing of a corporate report.

N.M. Code R. § 12.3.2.12

12.3.2.12 NMAC - Rp, 12.3.2.10 & 12.3.2.13 NMAC, 12-15-09