How to Form a C Corporation in New Mexico


To form a corporation in New Mexico, you must follow certain steps. These include filing a Certificate of Incorporation with the state, holding an initial directors meeting, issuing stock certificates and obtaining an EIN (Employer Identification Number). In this article we’ll go over what each of these steps entails so that you can learn how to start your own business as quickly and easily as possible!

A corporation is a legal entity that’s separate from its owners. The corporation can act on its own behalf and make agreements with other legal entities, including other corporations, individuals, and government agencies. New Mexico doesn’t require that you form a corporation under state law to conduct business in the state; however, business owners choose to incorporate for many reasons. One reason is to gain the liability protection offered by incorporation. If your corporate business is sued or incurs debt, only the assets owned by the corporation are at risk. Another advantage of incorporating your business is that it may help you save money on taxes. You may prefer to have your corporation taxed as an S-corporation in order to avoid being double taxed as a C-corporation. However, there are several requirements that must be met in order for this tax status to apply

You’ll need at least one director (also called an officer) who manages day-to-day operations of your company and makes decisions on behalf of all shareholders who aren’t actively involved in making day-to-day decisions — usually this person will be called president or CEO depending on their role within organization

Forming a C-Corporation in New Mexico

While New Mexico doesn’t require that you form a corporation under state law to conduct business in the state, if you want to, you can. And if you do decide to form an LLC or corporation in New Mexico, you may be able to save money and time by using Nolo’s book How to Form Your Own Corporation Without a Lawyer for your startup needs.

If you choose this route, there are three steps involved:

  • First, create an operating agreement for your new corporation that includes all of the basic information about how your company will operate (such as how much equity each partner gets).
  • Second, file articles of incorporation with the secretary of state’s office. Generally speaking, this requires providing some basic information about who owns the company and how it will be managed. You’ll also need to pay $50 or so for filing fees (which is why we recommend doing it online).
  • Finally—and most importantly—make sure that anyone who has any ownership interest (even from 1% up) registers with both federal tax authorities at IRS Form 2553 and state tax authorities at their respective Department of Revenue office in person or online by filing Form TA-100SEPT at least annually (in person only).

Name Your Corporation

When you choose the name for your corporation, make sure it is unique and not the same as any other business names in New Mexico. It can be difficult to find a good name that isn’t already taken, but here are some tips:

  • If you want to use a word that is generic, like “marketing” or “florist,” then you will need to add another word before or after it. For example, “Flower Market” and “Sewing & Alterations Inc.” would both be allowed because they are not generic words by themselves.
  • Try not to use punctuation marks in your name unless they play an important role (for example: “Company Name Incorporated” or “Movie Name Productions”). They may not be allowed if they don’t contribute anything meaningful to your company’s identity and branding strategy—and if they do contribute something meaningful then there needs to be some serious thought behind them anyway!

File Certificate of Incorporation

  • After you’ve made your choices, you’ll need to file your Certificate of Incorporation with the Secretary of State. You can either do this online or in person, but filing online is much faster—and cheaper! The fee for filing by mail is $100; if you want to fill out the form online and file it yourself, then it’s only $50.
  • The certificate should include all information necessary to form a C corporation as well as its purpose. Your corporations name must include “corporation,” “incorporated,” or “company” at the end; otherwise, it won’t be recognized as a legal entity under New Mexico law.

Create Bylaws

The bylaws are the rules of your corporation. They must be in writing and filed with the secretary of state.

  • Bylaws should be reviewed by an attorney to ensure compliance with New Mexico state law.

Hold Initial Directors Meeting

The first thing you should do is to hold an initial directors meeting within 30 days of incorporation. At this meeting, the initial directors should be appointed by the incorporator. These directors will serve until an election is held and either be re-elected or replaced at that time by those elected in accordance with their election plan. This means that if there is a plan for electing only one director then he will serve as sole director for a fixed term until such election takes place.

If there are no provisions in the articles of incorporation regarding how many members to elect or when elections will take place, then it’s up to your company’s board of directors (BOD) to establish these rules themselves through action taken at one of its regular meetings (as opposed to via written consent). The BOD can also appoint new members other than itself at any time without having to convene another special meeting since it has complete authority over itself under New Mexico law (and this includes removing any member who doesn’t show up enough times per year–the maximum allowed by statute).

Issue Stock Certificates

You’re going to need stock certificates. The corporation issues them to shareholders, who then own shares of stock. Shareholders are the owners of the company and they benefit from owning shares by receiving dividends and voting rights on important decisions. There are different classes of stock that can be issued depending on what you want to accomplish, such as giving some shareholders more voting power than others, or paying dividends unequally.

Stock certificates are used to record ownership of shares in a corporation, so make sure you have enough for everyone who has invested into your company! You may also decide that handwritten or printed certificates work best for your business operations; either way will work just fine for recording ownership information for both corporations and LLCs (limited liability companies).

Get an EIN

If you’re setting up a corporation, the next step is to obtain an Employer Identification Number (EIN) from the IRS. This number is like your social security number, but it’s for businesses. If you don’t have an EIN, you will have problems with your state and federal taxes as well as withholding requirements.

To obtain an EIN:

  • Go to this page on the IRS website and click on “Get Your Employer ID Number (EIN).”
  • Enter all of the information required in its entirety into each box provided on their form (if any), then click “Apply Online.”
  • On another window that opens up after clicking “Apply Online,” fill out a few more fields by hand, agree to terms and conditions, then click “Submit.”

Forming a C-Corporation can offer tax benefits and help protect against liability.

Before you form a C-corporation, you should understand the advantages and disadvantages of doing so. Forming a corporation can offer tax benefits and help protect your personal assets from liability claims. In addition, it may be easier to raise money by selling shares of stock, as well as offering stock options to employees.

If you’re considering forming a corporation in New Mexico, here are some things you’ll need to know about how it works:

  • The business itself will be taxed separately from its owners—so if your company turns a profit for the year after all expenses are paid and deductions are taken into account, that profit is not taxed at your personal rate (but instead at the corporate income tax rate). And if there’s any loss on paper—such as when your business spends more than it makes early on or goes through hard times—you won’t pay taxes on those losses either.
  • If your company has significant losses or doesn’t make much money in one year, these losses can roll over into later years until they’re used up.* This means that even though the company isn’t profitable yet (or possibly never will be), those profits will still be treated as separate entities for tax purposes.* It also means that future investors looking at potential investments want assurance that their investment won’t just disappear into thin air within five years due mostly*


As a business owner, you want to be able to focus on running your company, not the details of keeping it legal. The process of forming a corporation in New Mexico can be overwhelming and confusing. We’ve been there too! That’s why we created this guide – so that you can create your own C-Corporation with ease.

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