Current through Register Vol. 35, No. 11, June 11, 2024
Section 12.3.3.12 - REQUIRED FORMSA domestic or foreign nonprofit corporation shall file initial, annual and supplemental reports as required by NMSA 1978 Sections 53-8-82 and 53-8-83 on the commission-prescribed form available as provided in 12.3.1 NMAC.
A. First reports, annual 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; andB. Filing fees, report due dates, late filing penalty.(1) Filing fees. A $10.00 filing fee is due and payable to the commission at the time of filing of each domestic or foreign first report, annual 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) Annual report. A domestic or foreign annual report shall be filed on or before the fifteenth day of the fifth month following the end of the corporation's taxable year.(c) Supplemental report. A domestic of foreign supplemental report shall be filed within thirty days if, after the filing of the annual 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 or 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 $10.00 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 department 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 item no. 3 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 and 53-2-10. Enter all officers and directors with respective addresses. Each New Mexico corporation shall have officers, with title 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 Nonprofit Corporation Act. (a) One of the officers shall have the duty to record the proceedings of the meetings of the members and directors in a book to be kept for that purpose.(b) In the absence of any provision, all officers shall be elected or appointed annually by the board of the directors. If the bylaws so provide, any two or more offices may be held by the same person.(c) Officers and directors shall be identified accordingly, i.e., identified if an officer is also a director to meet statutory requirements. Two authorized officers are required to sign documents for filing purposes under the Nonprofit Corporations Act.(d) The number of directors of a New Mexico corporation shall be not less than three. Each director shall hold office for the terms for which he/she is elected and appointed until his or her successor shall have been elected and qualified.(9) NMSA 1978 section 53-2-10 private remedy.(a) Any person who suffers any loss of money or property 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 53-8-9 corporate reports, affirmation, penalty.(a) All reports required to be filed with the commission pursuant to the Nonprofit Corporations 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 Nonprofit Corporations 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 any two of its directors or officers. If the corporation is in the hands of a receiver or trustee, the report shall be executed on behalf of the corporation by the receiver or trustee. A copy of the report shall be maintained at the corporation's principal place of business as contained in the report and shall be made available to the general public for inspection during regular business hours.(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 commission 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 nonprofit 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 2758) is attached to the corporation's report.12.3.3.12 NMAC - Rp, 12.3.3.10, 12.3.3.12 & 12.3.3.13 NMAC, 12-15-09