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New Mexico Secretary of State:  Corporations and LLC's

New Mexico Public Regulation Commission

 

Starting a Business in New Mexico

 

 

2009 Business Resource Guide

General Tax and Licensing Requirements
In New Mexico most businesses must register with the New Mexico Taxation and Revenue Department, and may be required to report and pay gross receipts tax and state income tax withholding on employee wages, as well as income tax on taxable income of the business. If the business has employees, it will be required to register with the New Mexico Department of Labor, and will probably be required to pay State Unemployment Taxes. In addition, if the business is required to provide Workers Compensation coverage, the business will be required to
file quarterly reports with the New Mexico Taxation and Revenue Department. Most businesses will also be required to obtain an occupation license from the municipality or county where its office(s) is located. Property used in the business must be assessed for property taxes by the County Assessor's office in the county where the property is located.


Choice of Entity
If you are considering starting a business in New Mexico, you will need to decide how you want to organize your business. The decision involves many different factors, including questions of legal liability, tax considerations, and operational factors. It is a good idea to consult with professionals in making this decision. Many of the registration and licensing requirements imposed by State and local governments are determined by the type of entity that you select. The following is a brief summary of some of those requirements and the agencies that you should contact.

 

NOTE: The Public Regulation Commission does not recommend one form of legal entity over another and urges that you seek the advice of counsel and other appropriate professionals before deciding whether to organize and, if so, what form of legal entity is best for you.


Sole Proprietorship

A sole proprietorship is not a separate entity. The owner of the business and the business itself are one and the same, and there is no need to file a document to create a sole proprietorship. The General Tax and Licensing Requirements discussed above will usually be applicable to a sole proprietorship.


Partnerships

A partnership is an association of two or more persons who carry on a business for profit as co-owners. There are various types of partnerships. As with a sole proprietorship, the General Tax and Licensing Requirements may be applicable.

 

General Partnerships

Although it s a good idea to have a written agreement, a general partnership can be formed orally or in writing. There is no requirement that a general partnership file an agreement or certificate before it can exist. However, the partnership may file a certificate of registration with theNew Mexico Secretary of State, under the New Mexico Uniform Partnership Act.


Limited Partnerships

A limited partnership provides some protection from liabilities of the partnership for limited partners. The partnership must have at least one general partner who is not protected from the liabilities of the partnership, and at least one limited partner. A limited partnership is formed by filing a Certificate of Limited Partnership with the New Mexico Secretary of State, in compliance with the Uniform Limited Partnership Act.


Limited Liability Partnerships. Partnerships (general or limited), who comply with certain insurance requirements, and file a registration statement with the New Mexico Secretary of State, may obtain some protection from liabilities.


Corporations

Corporations are legal entities separate from the owners. Corporations provide the owners (referred to as shareholders) with some protection from liabilities incurred by the business. A corporation is created (formed), by filing articles of incorporation. New Mexico corporations are formed by filing articles of incorporation with the New Mexico Public Regulation Commission-Corporations Bureau. Certain special purpose organizations may be required to comply with other laws before they may file articles of incorporation. For example, organizers of banks formed under State law are required to obtain permission from the Director of the Financial Institutions Division of the Regulation and Licensing Department, prior to filing articles of incorporation with the Public Regulation Commission. Similar requirements apply to trust companies and other special purpose corporations. Many people mistakenly believe that S-corporations under Federal tax law are formed differently from other corporations under State law. A corporation's status as an S-corporation is governed by the Internal Revenue Code, not by State law.


Professional Corporations

Professionals such as lawyers, doctors, accountants, engineers, and other licensed professions may incorporate under the New Mexico Professional Corporations Act. Unlike business corporations, a professional corporation may only be incorporated by a person licensed to conduct the profession for which the corporation is organized. The corporation is organized by filing articles of incorporation with the New Mexico Public Regulation Commission-Corporations Bureau.


Limited Liability Companies

Limited liability companies (LLC's), are a relatively new type of entity. They are sometimes mistakenly referred to as limited liability corporations. The New Mexico Limited Liability Company Act was adopted in 1993. LLC's provide the owners with protection from liabilities that is similar to corporations. LLC's are formed by filing articles of organization with the New Mexico Public Regulation Commission- Corporations Bureau. The owners have some flexibility in deciding how an LLC will be taxed, and professional assistance is generally advisable.

 

Non-Profit Corporations

To qualify as a non profit corporation, no part of the income or profit may be distributable to its members, directors or officers. The corporation is formed by filing articles of incorporation with the New Mexico Public Regulation Commission- Corporations Bureau. In addition, charitable corporations that solicit funds may be required to register and file reports with the New Mexico Attorney General's Office under the Charitable Solicitations Act.


Businesses Organized in Other States
Businesses that have been organized in other states may be required to register and qualify to do business in New Mexico. Foreign corporations and limited liability companies should contact the New Mexico Public Regulation Commission-Corporations Bureau. Foreign partnerships shouldcontact the New Mexico Secretary of State.


Tradename (D.B.A.) and Trademark Issues
The State of New Mexico does not require that a business register its use of a tradename (sometimes referred to as a fictitious name, doing business as or d.b.a.). The use of a tradename that is different from the legal name of the business can have legal implications that should be
discussed with your attorney. If the business has a unique tradename or mark that distinguishes it from other businesses, the business may want to register the mark with the New Mexico Secretary of State.


New Mexico's trademark and service mark registration law is designed to mirror federal trademark protection. It should be noted that theSecretary of State and the New Mexico Public Regulation Commission-Corporations Bureau, each maintain separate databases, and registration with one of these State offices may not prevent someone else from registering the same name with the other State office.


Other Applicable Laws
Depending upon the nature of the business, and its intended activities, other State or local laws could affect your business. For example, if your business intends to raise capital by issuing securities, you may be required to comply with the New Mexico Securities Act, which is
administered by the Securities Division of the New Mexico Regulation and Licensing Department. The definition of "securities" is broad and includes stock, limited liability company membership interests, limited partnership interests, notes, and investment contracts. Solicitation of capital in violation of the Securities Act, could subject a promoter to civil and criminal liability under State and Federal law. If your business will have more than a few owners, or owners who are not going to be directly involved in the operation of the business, you should determine whether you are required to register or file a claim of exemption with the Securities Division of the New Mexico Regulation and Licensing Department. Insurance companies, credit unions, escrow companies, trust companies and other types of businesses may also be required to comply with registration requirements and other applicable State laws. Most professions, and many other business activities, such as construction activities and businesses that serve alcohol, are also regulated by State law, and require compliance with licensing requirements. Most of the occupation licensing laws are regulated by the New Mexico Regulation and Licensing Department.


Local governments may also have special permit requirements for certain businesses. Businesses that serve food or drink may be required to obtain permits by the municipal or county government where the business is located.


More Help
Most State agencies are happy to answer general questions and provide forms that may assist you in the operation of your business. However, if you have legal questions, State employees are not permitted to provide legal advice. You should consult a lawyer if you have legal questions. Other professionals, including accountants and financial planners may be able to provide assistance as you decide how to organize and operate your business.


Prepared by Robert D. Gorman, Esq., C.P.A.

Corporation Forms 

Copy Request

Charter Documents 

(New Expedited Document Request Policy effective November 30, 2011.  Please read guidelines in Expedited Request Form below.)

INCORPORATION APPLICATIONS

CORPORATE REPORT FILINGS

Profit Corporate Reports

Foreign Profit Corporate Reports

Nonprofit Corporate Reports

Foreign Non Profit Corporate Reports

Limited Liability Update Forms

Tax Clearance

Corporations Reproduction SectionRegistration of Name

Reservation

.......................................................................................

Fee Schedule

 

EXPEDITE FILING FEE FOR CHARTER DOCUMENTS

FEES
Document will be processed on day of receipt if received before 2:00PM, or by the end of the next business day if received after 2:00PM Same Day $150
document will be processed within two business days of the date of receipt Two Day $100
(These fees are nonrefundable - See form for details)  
   
DOMESTIC CORPORATIONS FEES
Articles of Incorporation (See note 1) $100 minimum
Restated Articles of Incorporation (See note 2) $100 minimum
Articles of Amendment (See note 3) $100 minimum
Articles of Merger, Consolidation or Exchange (See note 4) $200 minimum
Articles of Dissolution $50
Statement of Establishment of Series of Shares $100
Statement of Reduction of Authorized Shares $100
Statement of Intent to Dissolve $50
Statement of Revocation of Voluntary Dissolution $50
 


NOTE (1)
  filing articles of incorporation and issuing a certificate of incorporation, a fee of one dollar ($1.00) for each one thousand shares of the total amount of authorized shares, but in no case less than one hundred dollars ($100) or more than one thousand dollars ($1,000).


NOTE (2)  filing articles of amendment and issuing a certificate of amendment increasing the total amount of authorized shares, or filing restated articles of incorporation and issuing a restated certificate of incorporation increasing the total amount of authorized shares, a fee equal to the difference between the fee computed at the rate set forth in paragraph (1) of this subsection upon the total amount of authorized shares, including the proposed increase, and the fee computed at the rate set forth in paragraph (1) of this subsection upon the total amount of authorized shares, excluding the proposed increase, but in no case less than one hundred dollars ($100) or more than one thousand dollars ($1,000).


NOTE (3)  filing articles of amendment and issuing a certificate of amendment NOT involving an increase in the total amount of authorized shares or filing restated articles of incorporation and issuing a restated certificate of incorporation not involving an increase in the total amount of authorized shares, a fee of one hundred dollars ($100).


NOTE (4)  filing articles of merger, consolidation or exchange, and issuing a certificate of merger, consolidation or exchange a fee equal to the difference between the fee computed at the rate set forth in paragraph (1) of this subsection upon the total amount of authorized shares in the articles of merger or consolidation in excess of the total amount of authorized shares of the corporations merged or consolidated, or upon the amount of the shares exchanged, but in no case less than two hundred dollars ($200) or more than on thousand dollars ($1000).

 

DOMESTIC CONVERSIONS FEES
Conversion from Corporation to Limited Liability Company $150
Conversion from Limited Liability Company to Corporation $200
(See note 1)  

NOTE (1)
  filing articles of incorporation and issuing a certificate of incorporation, a fee of one dollar ($1.00) for each one thousand shares of the total amount of authorized shares, but in no case less than one hundred dollars ($100) or more than one thousand dollars ($1,000).

 
 
FOREIGN PROFIT FEES
Application for Certificate of Authority (See note 6) $200 minimum
Application for Amended Certificate of Authority $50
Application for Withdrawal $50
Certificate of Merger or Consolidation (See note 6) $200 minimum
 


NOTE (6)
  filing an application for a certificate authority of a foreign corporation and issuing to it a certificate of authority, a fee of one dollar ($1.00) for each one thousand shares of the total number of authorized shares represented in this state, but in no case less than two hundred dollars ($200) or more than one thousand dollars ($1,000).
Filing articles of merger or consolidation increasing the total amount of authorized shares which the surviving or new corporation authorized to issue in excess of the aggregate number of shares which the merging or consolidating domestic and foreign corporations authorized to transact business in this state had authority to issue, a fee of one dollar ($1.00) for each one thousand shares of the increase in the total amount of authorized shares represented in this state, but in no case less than two hundred dollars ($200) or more than one thousand dollars ($1,000).
“Total amount of authorized shares” means all shares of stock the corporation is authorized to issue; and 
“Number of authorized shares represented in this state” means the proportion of a corporation’s total amount of authorized shares that the sum of the value of its property located in this state and the gross amount of business transacted by it or from places of business in this state bears to the sum of the value of all of its property, wherever located, and the gross amount of its business, wherever transacted, as determined from information contained in it s application for a certificate of authority to transact business in this state.

 

NONPROFIT DOMESTIC CORPORATIONS FEES
Articles of Incorporation $25
Articles of Amendment/Merger or Consolidation $20
Restated Articles of Incorporation $20
Articles of Dissolution $10
 
NONPROFIT FOREIGN CORPORATIONS FEES
Application for Certificate of Authority $25
Application for Amended Certificate of Authority $20
Application for Certificate of Withdrawal $10
Articles of Merger certified by state of incorporation $25
 
NEW MEXICO LIMITED LIABILITY COMPANY FEES
Articles of Organization $50
Articles of Amendment $50
Restated Articles of Organization $50
Articles of Merger, Consolidation $100
Articles of  Dissolution, Revocation of Dissolution $25
 
FOREIGN LIMITED LIABILITY COMPANY FEES
Application for Registration $100
Application for Amended Registration $50
Certificate of Cancellation (withdrawal) $25
 
FOREIGN BUSINESS TRUSTS FEES
Application for Certificate of Authority $250
Certificate of Correction or Amendment $50
Application for Withdrawal $25
 
DOMESTIC REGULAR COOPERATIVE FEES
Articles of Incorporation $50
First Annual License $20
Amendment to Articles of Incorporation $25
 
SANITARY PROJECTS ASSOCIATION FEES
Certificate of Association $25
Amendment to Articles of Incorporation $20
 
Report Compliance
DOMESTIC PROFIT FEES
Reinstatement $200
FOREIGN PROFIT FEES
Reinstatement $200
   
DOMESTIC/FOREIGN PROFIT FEES
Certificate of Good Standing & Compliance $  50
Miscellaneous Certificate $  25
Any other statement or report not listed $  25
Issuing a letter of reinstatement (Domestic or Foreign) $200
Statement of Suspension of Business $  25
First Profit Corporate Report – Filing $  25
Biennial Profit Corporate Report $  25
Report Late Filing Fee Penalty $200
 
NONPROFIT DOMESTIC/FOREIGN CORPORATION FEES
Nonprofit First Report $  10
Nonprofit Corporate Report $  10
Nonprofit Report Late Filing Fee Penalty $  10
Certificate of Good Standing $  10
Statement of Suspension of Business $  10
Issuing a Letter of Reinstatement (Domestic or Foreign) $  25
 
NEW MEXICO LIMITED LIABILITY COMPANY FEES
Certificate of Good Standing $  25
Any other statement or miscellaneous certificate $  25
 
FOREIGN BUSINESS TRUST FEES
Any other Statement $  25
 
DOMESTIC REGULAR COOPERATIVE FEES
Cooperative License (annually) $  20
Annual Report $  10
Late Filing Penalty $  10
 
DOMESTIC RURUAL ELECTRIC COOPERATIVE FEES
Electric Cooperative (per 100 members) $ 10
 
MARKET COOPERATIVES FEES
Market Cooperative (annually) $ 25
 
SANITARY PROJECTS ASSOCIATION FEES
Annual Report $  10
 
Reproduction Copy Section
FOREIGN PROFIT FEES
Application for Registration of Corporate Name (See Note 5) $ 1 per month
Application for Renewal of Registered Corporate Name (See Note 5) $10

NOTE (5)
  the initial fee is $1.00 for each month, or fraction thereof, between the date of filing the application and December 31 of the calendar year in which the application is filed.  Renewal period is between October 1 and December 31 annually and the renewal fee is $10.

 
 
DOMESTIC/FOREIGN PROFIT FEES
Certificate of Comparison (Certified) $  25
Reproduction Copies – a fee of one dollar ($1.00)Per page, but in no case less than ten dollars($10). $10 minimum
Statement of Resignation of Registered Agent    NO CHARGE
Application for Reservation of Corporate Name $  25
Notice of Transfer of Reserved Name $  25
Statement of Change of Registered Agent or Registered Office or Both (Use Profit Supplemental Report for Change of address, officers and/or directors) $  25
Supplemental Profit Corporate Report $  25
Report Late Filing Fee Penalty $200
 
NONPROFIT DOMESTIC/FOREIGN CORPORATION FEES
Supplemental Nonprofit Corporate Report $  10
Application for Reservation of Name/Transfer of Name $  10
Certificate of Comparison (Certified) $  10
Reproduction Copies – a fee of one dollar ($1) per page, But in no case less than five dollars ($5).  In addition, if Certifying the document, ten dollars ($10) shall be paid For the certificate and affixing the seal thereto $   5 minimum
Statement of Change of Registered Agent or Registered Office, or both (use Nonprofit Supplemental Report for Change of address, officers, and/or directors) $  10
 
NEW MEXICO LIMITED LIABILITY COMPANY FEES
Reservation of Name or Transfer of Name Reservation $  20
Statement of Change of Registered Office or Registered Agent, Or both $  20
Reproduction Copies – a fee of one dollar ($1) per page, but in no Case less than ten dollars ($10), and a fee of twenty-five dollars($25) for certification of documents or instruments. $  10 minimum
 
FOREIGN BUSINESS TRUST FEES
Statement of Change of Registered Agent or Registered Office, or both. $  25
Reproduction Copies – a fee of one dollar ($1) per page, but in no Case less than ten dollars ($10). $  10
 
DOMESTIC REGULAR COOPERATIVE FEES
Supplemental Report $  10
   
SANITARY PROJECTS ASSOCIATION FEES
Supplemental Report $  10
Statement of Change of Registered Office and Registered Agent

 

 

 

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