CORPORATE TRANSACTIONS & COMPLIANCE BLOG

Reports Corporations Must File in New Mexico Not Affected By Transfer of Responsibilities to Secretary of State

By: Sara Pogorzelski, COGENCY GLOBAL INC. on Mon, Aug 19, 2013

New Mexico Corporate Reports resized 600On July 1, 2013, the responsibilities of the Corporations Bureau of the New Mexico Public Regulation Commission (NMPRC) were transferred to the Business Services Division of the New Mexico Secretary of State’s office. The state expects that the transition away from the NMPRC will decrease the processing time for corporate documents and eventually lead to a simpler report filing process. This transition will not impact the due dates or report requirements for for-profit and nonprofit corporations. (Note that limited liability companies and limited partnerships are currently not required to file reports with the Business Services Division). Here is a quick review of the reports corporations must file in New Mexico.

For-Profit Corporate Reports

Initial Report
In New Mexico, for-profit (domestic and foreign) corporations are required to file an initial report. This report is due 30 days after the letter confirming the filing of an incorporation/qualification document has been issued by the Secretary of State. In some cases, the state may take an unusual amount of time to process the application and a clerk may extend the due date so that the filing is due 30 days from the issuance of the confirming letter (not the qualification date).

Biennial Report
Active for-profit (domestic and foreign) corporations in New Mexico are required to file biennial reports. (The state occasionally refers to this report as a “Regular Report”.) The biennial report is due every two years on the 15th day of the third month after the close of the corporation’s fiscal year. The year that a corporation files (odd or even) is based on the last digit of the Entity ID number. If the corporation has a last digit that is even, then they will file a report for the even taxable year-ends. The opposite will apply to corporations with odd last digit ID numbers, as they will file for the odd taxable year-ends.

Example: XYZ Corp.
Entity ID #: 1231234
Fiscal Year End: 12/31
This corporation will owe a report on 3/15 every odd year.

The state may erroneously apply an exception to this rule so it is best to reach out to the state at 505-827-4508 or to your Registered Agent if you find a discrepancy with the due date.

Any corporation that fails to file the initial or biennial report by the determined due date will have its status demoted to “Not in Good Standing” and a $200 penalty will be applied.

Nonprofit Corporate Reports

Initial Report
Nonprofit (domestic and foreign) corporations are also required to file an initial report. This report is due 30 days after the incorporation/qualification confirmation letter has been issued by the Secretary of State. Similar to for-profit corporations, the state may adjust this due date to coincide with the issuance date of the confirming letter.

Annual Report
Active nonprofit (domestic and foreign) corporations are required to file annual reports (The state may refer to this report as a “Regular Report”). The annual report is due every year on the 15th day of the fifth month after the close of the fiscal year.

Any nonprofit that fails to file the initial or annual report by the applicable due date will have its status demoted to “Not in Good Standing” and a $10 penalty will be applied.

Filing Method for Corporate Reports

Online filing is now available for all three types of reports: initial, annual, and biennial reports. The e-filing system can be accessed through: New Mexico E-Filing Portal. The system accepts MasterCard, Visa or Discover. (There is a $0.60 credit card convenience fee).

Each corporation is assigned a unique “PIN” number, which is required to access the online filing system. A PIN can be requested directly at the state’s website: New Mexico Pin Request. Once a PIN has been requested, the email address which was submitted will promptly receive an email from the state. This is a significant improvement as the state’s old policy was that they could only send the PIN numbers by regular mail to the principal business address.

Corporations can still file their reports in paper form. A blank report form can be retrieved from the state’s forms library: New Mexico Corporation Forms. The state, however, recommends that corporations submit these documents electronically as it may take several weeks for a paper report to be processed. Note that a corporation can fall out of good standing while a paper report is pending acceptance.

Hopefully, the information in this article has clarified for you the corporate report requirements in New Mexico. If you have questions or need more information, here are some resources you can turn to:

New Mexico Secretary of State Contact Information:

Office of the New Mexico Secretary of State
Attn: Corporations Bureau
325 Don Gaspar – Suite 300
Santa Fe, New Mexico 87501
505-827-4508
corporations@state.nm.us

Online Resources:

New Mexico E-Filing Portal
New Mexico PIN Request
New Mexico Corporation Forms

 

This article is provided for informational purposes only and should not be considered, or relied upon, as legal advice

Topics: Annual Report Compliance