New Mexico

The chosen name must be distinguishable from any other registered New Mexico business entity and any reserved names on record, subject to certain exceptions under state law or a written consent is obtained from the author of such name. It must not contain language stating or implying that it is organized for a purpose other than that permitted by state law and its articles of incorporation. It must contain the word "Corporation," "Company," "Incorporated," "Limited," or an abbreviation thereof. The use of any type of punctuation in the name is not permitted.

The Articles of Incorporation must be filed with the New Mexico Public Regulation Commission, Corporations Bureau and must include details of the incorporators including name and address, the specific purpose for which the corporation is formed, details of initial directors including name and address, number of shares the corporation is authorized to issue, the articles must have a designation of each class and series of shares, as well as statements of their relative rights and the authority of the board to divide or change the designation of such shares if applicable, the street address of the corporation's initial registered office, the name of its initial registered agent at that office, the corporation's period of duration, if not perpetual and shareholder preemptive rights if any.

There should be a minimum of one or more incorporator and director. Any person or entity can be an incorporator. The incorporator has to deliver an original and a copy of the articles of incorporation to the Commission for filing. The Articles of Incorporation or bylaws may prescribe qualifications for directors. Officers may be listed in the bylaws or elected by the board, and may appoint other officers, in compliance with the bylaws. Additionally, one of the officers must be given the responsibility of preparing minutes of the directors' and shareholders' meetings and for authenticating corporate records.

The incorporators or board of directors must adopt the initial bylaws. Bylaws should be made to manage the corporation's business and to conduct the corporation's affairs. A corporation should maintain its bylaws at its principal office and is not required to file them with the state. The stock transfer ledger must be kept at the principal office of the corporation. The registered agent must have a physical street address within the state

The Biennial Report has to be filed with the New Mexico Commission within 30 days after its date of incorporation or authorization to do business. Thereafter, it must be filed by the 15th day of the 3rd month following the end of its fiscal year. The report must be current and must include the name of the corporation; the mailing and street addresses of the corporation's registered office and the name of its registered agent at that office in the state; the names, addresses and expiration of office terms of the corporation's directors and officers; the address of the corporation's principal place of business; the nature of the corporation's business; the date of the next annual shareholders' meeting for the election of directors; and the corporation's taxpayer identification number. Shareholders must be provided with an annual financial statement and must include at least a year-end balance sheet and an income statement for that year.

The State of New Mexico recognizes S corporations and a separate state election from the federal election is not required.

New Mexico Corporations whether a C or S corporation have to file the New Mexico Corporate Income and Franchise Tax return, Form CIT-1 annually. The amount of tax is dependent on a number of factors and there is a minimum franchise tax of $50.

An S Corporation must file PTE-1 to report pass through income.

A New Mexico LLC has to file as either a corporation or a partnership dependent on the election made on the SS-4 form. Employers are expected to withhold state income tax as New Mexico maintains an individual income tax .The general sales and use tax is 5% to 7.1875%.