Business Services

Limited Liability and Corporation FAQ’s

Where is the office located?

The Office of the Secretary of State at 325 Don Gaspar, Santa Fe, New Mexico 87501. This building is adjacent to the New Mexico State Capitol. Our telephone numbers are 505-827-3600 or toll free at 800-477-3632.

What is the difference between a domestic and a foreign business?

A Domestic business is a registered as a business listing their home state as New Mexico. A foreign business is registered as a business listing their home state or country outside of New Mexico or The United States.

What is a Corporation?

A Corporation is a separate legal entity. It is formed by filing articles of incorporation in the state where the corporation is located, and by designating shareholders, each with a specific number of shares. The corporation also creates a Board of Directors to oversee the corporate business.

What is a Professional Corporation?

A professional corporation is one which is organized under the Professional Corporation Act for the sole and specific purpose of rendering a professional service and which has as its shareholders only individuals who are licensed or otherwise legally authorized within this state to render the same professional service as the corporation. This includes but is not limited to attorneys, physicians, surgeons, architects, accountants, engineers and other licensed professions.

What is a Nonprofit Corporation?

A nonprofit corporation is a corporation that is defined by the Nonprofit Corporation Act that is organized for any lawful purpose or purposes including but not limited to charitable, benevolent, eleemosynary, educational, civic, patriotic, political, religious, social, fraternal, literary, cultural, athletic, scientific, agricultural, horticultural, animal husbandry and profession, commercial, industrial or trade association. A nonprofit corporation is a corporation where no part of the income or profit is distributable to its members, directors or officers.

What is a Limited Liability Company?

A limited liability company is a type of business structure that is formed pursuant to the Limited Liability Company Act by an organizer or organizers that have filed articles or organization with the Secretary of State. Owners of an LLC are called members. A Limited Liability Company is a business where no part of the income or profit is distributable to its members, directors or officers.

What is a Foreign Business Trust?

A foreign business trust is an entity formed pursuant to the Foreign Business Trust Registration Act that is engaged in a trade or business under the laws of a state other than New Mexico, that is created by a declaration of trust that transfers property to trustees, to be held and managed by them for the benefit of persons holding certificates representing the beneficial interest in the trust estate and assets.

What is a registered agent?

An individual or corporation, which may be a domestic corporation or a foreign corporation authorized to transact business in New Mexico that is authorized to accept service of process on behalf of the entity.

What is a Director?

An individual or a group of persons entrusted with the overall direction of a corporate enterprise.

What do I enter as the Taxable Year End?

The Taxable Year End is the date the entity books are closed each year. It can be either a calendar year end or a fiscal year end.

How do I obtain a clearance for dissolution/withdrawal?

A request for clearance must be submitted in writing stating the final day of business. The corporation must be in Good Standing before a clearance can be issued.

Can an officer be a director?

Yes, each individual must be identified with both titles.

What is the final day of business?

The date the corporation/LLC ceased doing business, and the business has completed the winding up of all affairs.

How do I obtain a Certificate of Good Standing and Compliance?

The Certificate may be requested, paid for and printed through Online Services or by sending in a letter requesting Certificate of Good Standing, along with the required filing fee. Corporations must be in good standing to obtain a certificate of good standing. Please refer to our fee schedule for the appropriate fee. You may also come in person to our office from 8:00 a.m. to 5:00 p.m. Monday through Friday (closed on holidays).

How long does it take to obtain a Certificate of Good Standing and Compliance?

The Certificate may be immediately requested, paid for and printed through Online Services. Written requests will be fulfilled within 10 business days in which to issue a Certificate of Good Standing and Compliance. For same day service, you may come in person to our office.

What does it mean to be “not in Good Standing and Compliance?”

The failure to file reports, maintain a New Mexico registered agent with a physical address, or pay fees due that are mandated by law, as defined by state statute.

I am no longer in business; will I still need to file a report with your bureau?

All corporations are required to file reports, even if no business is being transacted; however, a corporation may apply for suspension. This would place the corporation in an inactive status and reports would not be required to be filed. The suspension is good for five years.

How may I obtain replacement documents if they’ve been lost?

Contact our Copies Section at 505-827-4513 or toll free at 800-477-3632.

To whom do I make the money order or check payable?

New Mexico Secretary of State.

Quick Contact Information

Mailing & Physical Address
New Mexico Capitol Annex North
325 Don Gaspar, Suite 300
Santa Fe, NM 87501

Hours of Operation
8:00 AM - 5:00 PM Monday through Friday

Toll Free : 1-800-477-3632

Business Services Division
Phone 505-827-3600 (Option 1)
Fax 505-827-4387

Bureau of Elections
Phone: 505-827-3600 (Option 2)

Ethics Division
Phone: 505-827-3600 (Option 2)

Phone 505-827-3600 (Option 3)

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