Current through Register Vol. 35, No. 11, June 11, 2024
Section 12.3.3.8 - DOMESTIC NONPROFIT CORPORATIONSA domestic nonprofit corporation shall comply with the applicable requirements of the Nonprofit Corporation Act, NMSA 1978 Sections 53-8-1 through 53-8-99.
A. Filing requirements. A domestic nonprofit 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 53-8-85.B. Name. A domestic nonprofit corporation shall comply with name requirements of NMSA 1978 Sections 53-8-7 and 53-8-7.1, and may use the procedures in 12.3.1.15 NMAC for inquiring about, reserving, formally applying for, or reinstating a name.C. Taxable year determination.(1) When a domestic nonprofit corporation has a taxable year which is less than twelve (12) months, the corporation shall file satisfactory proof with, and notify the bureau, of its 12-month taxable year reporting period for purposes of corporate reports. Satisfactory proof shall include appropriately authenticated copies of internal revenue service approval of the short taxable year and of the corporation's taxable year end.(2) For a new domestic nonprofit corporation for which no taxable year period has been determined, the bureau will presume that the corporation's taxable year ends December 31 and that the corporation will report on a calendar-year basis. When a new nonprofit corporation determines the end of its first taxable year, the corporation will notify the bureau within thirty (30) days.(3) For a domestic nonprofit corporation, for which no taxable year has been determined because it is exempt from reporting to the internal revenue service or otherwise, the bureau will presume that the corporation's taxable year for reporting purposes ends on December 31 and the corporation will report on a calendar-year basis.D. Documents required. All corporate reports shall include the street address of the business office of the registered agent and addresses for each of the corporation's directors and officers.(1) Articles of incorporation. A domestic nonprofit corporation shall adopt and file with the commission articles of incorporation that comply with NMSA 1978 Sections 53-8-31 and 53-8-32. The corporation may amend or restate its articles as provided in NMSA 1978 Sections 53-8-35 through 53-8-39.(2) Statement designating registered agent and office. A domestic nonprofit corporation shall have and continuously maintain on file with the commission a registered office and agent that meet the requirements of NMSA 1978 Sections 53-8-8 and 53-8-9.E. Merger and consolidation.(1) Merger of domestics. Two or more domestic nonprofit corporations may merge or consolidate in compliance with the applicable requirements of NMSA 1978 Sections 53-8-40 through 53-8-45 and shall file articles of merger or articles of consolidation as required by NMSA 1978 Section 53-8-43.(2) Merger or consolidation of foreign and domestic. One or more foreign nonprofit corporations and one or more domestic nonprofit corporations may merge or consolidate in compliance with the applicable requirements of NMSA 1978 Section 53-8-45 and shall file articles of merger or articles of consolidation as required by NMSA 1978 Section 53-8-43.(3) Reorganization as sanitary projects act association. A nonprofit corporation may reorganize under the Sanitary Projects Act by complying with NMSA 1978 Section 3-29-20.F. Dormant status. A domestic nonprofit corporation that meets the requirements of NMSA 1978 Section 5-8-88.1 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 5-8-88.1.G. Dissolution. A domestic nonprofit corporation shall comply with the requirements for dissolution provided in NMSA 1978 Sections 53-8-47 through 53-8-49 and file articles of dissolution that comply with NMSA 1978 Sections 53-8-51 and 53-8-52. A domestic nonprofit corporation may cancel voluntary dissolution proceedings as provided in NMSA 1978 Section 53-8-50.H. Administrative revocation and reinstatement. The commission may revoke a domestic nonprofit corporation's certificate of incorporation for the reasons provided in NMSA 1978 Section 53-8-53, by issuing a certificate of revocation pursuant to NMSA 1978 Section 53-8-54. A nonprofit corporation may apply for reinstatement following the process and within the time period provided in NMSA 1978 Section 53-8-54.12.3.3.8 NMAC - Rp, 12.3.3.8 NMAC, 12-15-09