All New Mexico corporations need to file either a biennial or annual report. The state has both an annual and biennial report, and the process can be daunting for those who haven’t gone through it before. Fortunately, ZenBusiness can help. Here’s our complete guide to filing your business’s New Mexico biennial/annual report.
What is a New Mexico biennial report?
New Mexico corporations need to file reports at the end of their fiscal year, but the type of report varies based on the entity. Annual and biennial reports are filed online with the New Mexico Secretary of State’s Corporations and Business Services Division, and only some business entities need to file. The rules are as follows:
- Domestic and foreign for-profit corporations file a biennial report
- Domestic and foreign nonprofit corporations file an annual report
Limited liability companies (LLCs) are exempt from filing annual and biennial reports in New Mexico. All corporations must file an initial report filed within 30 days of registering with the New Mexico Secretary of State, and then file reports biennially or annually thereafter. This is all done through the same online system and requires the same information.
The primary purpose of these reports is to keep the state updated about your business’s contact information. This includes who’s running your business, like the names and addresses of the people who serve on your board, for example. It also covers various office addresses, including your principal address in the state and outside of the state, as well as the address of your registered agent.
Your registered agent’s address is of the utmost importance for service of process. It’s where the Secretary of State will mail notice of legal proceedings. If you don’t have a current office listed, you may miss out on notices of litigation, which could result in a default judgement simply because you’re not aware.
New Mexico Biennial Report for Corporations vs LLCs
Your New Mexico LLC does not have to file an annual or biennial report. These reports are strictly for corporations. If your business makes changes to its directors, you must report the change within 30 days using a supplemental report (this is the same form as your biennial or annual report). You can file a supplemental report at any time if your biennial/annual report isn’t due yet.
In New Mexico, you can’t change the names or addresses of corporate officers by filing articles of amendment. You can only do so on a biennial/annual or supplemental report. If you need to make other changes, the Secretary of State has a full list of the change and amendment forms required on their website.
Where do I file my New Mexico biennial report?
New Mexico annual and biennial reports are filed with the Secretary of State’s Corporation and Business Services division. Unlike in the past when you could file paper forms through the mail, you can only file these reports online using New Mexico’s business portal. You will have to create an account first if you don’t already have one.
After you choose a username and password, you can log in. From there, you’ll need to navigate to the “Corporations” page, click the drop down menu, and head over to the section for “Biennial Reports” to start your filing.
New Mexico’s online business portal is the go-to place to handle a lot of business reporting-related activities. This includes legally forming your entity, reinstating a dissolved business, changing the address of an LLC, changing your registered agent’s name and/or address, requesting copies of paperwork, and printing your certificate of good standing. You can also use the system to search for a notary and access public business information, like the information included in your biennial report.
When is the New Mexico biennial report due?
The due date of annual and biennial reports in New Mexico is based on the fiscal year. Per New Mexico statute, corporations must submit their form biennially by the 15th day of the fourth month following the end of their fiscal year. That means that if your corporation’s fiscal year ends in January, you would have to file your report by April 15.
Alternatively, nonprofits must file their annual report by the 15th day of the fifth month of the end of their fiscal year. That means if the nonprofit’s fiscal year ends in January, they need to file their report on May 15. If you’re not sure when your report is due, you can look up your corporate records using New Mexico’s business entity search.
Failure to file on time will result in a late fee (it varies based on entity type), and you may have your Articles of Incorporation revoked. Additionally, you’ll have to file a supplemental report within 30 days if your New Mexico corporation:
- Changes the names and addresses of any of the corporate directors or officers
- Changes the date when the term of each officer expires
- Changes its registered agent
- Changes the mailing or street address of its registered office in the state
- Changes its principal place of business
How much does the New Mexico biennial report cost?
Report filing in New Mexico comes with filing fees. Corporations pay $25 to file their biennial report, and nonprofits pay $10 to file. There’s a $200 late fee for corporations and a $10 late fee for nonprofits who fail to file by the due date.
What information do I need to file the biennial report?
Before you can file your biennial report in the state of New Mexico, you’ll have to first sign up for an account with the Secretary of State’s online business portal. Once you’re logged in and access the form, you’ll need to fill out some information about your corporation. All businesses filing a biennial report need to state the following:
- Exact corporate name and U.S. mailing address;
- Principal place of business in New Mexico;
- Principal office outside of New Mexico for a foreign corporation;
- New Mexico Public Regulation Commission (NMPRC) certificate of incorporation/authority number;
- Foreign corporations: registered place of business in New Mexico if different from registered office;
- State or country of incorporation;
- Registered agent and office located within New Mexico for service or process;
- Names and addresses of all directors and officers;
- Date and signature and title of an authorized officer or agent.
Nonprofit corporations also need to include in their annual report:
- A brief statement of purpose
All corporations filing a biennial or annual report in New Mexico must pay the filing fee with a credit card, so you’ll also need credit card information and the signature of the person authorized to file the report. Reports must be signed by a director(s) or officer(s).
What happens after I file my biennial report?
If your report has no errors, it will be accepted by the Secretary of State, and you’ll be able to print out a certificate of good standing from the business services portal. If you made an error while filing, you’ll be notified and have to submit a correction within 30 days.
After filing your biennial or annual report, the information becomes a public record that lives permanently in the Secretary of State’s business archives. Anyone can find this information using New Mexico’s business search.
What if I miss the deadline to file the report?
If you miss the deadline to file your New Mexico biennial or annual report, you’ll face a late fee. For-profit corporations must pay a $200 late fee, and nonprofits must pay a $10 late fee. You’ll also no longer be in good standing, which becomes public record.
Beyond that, failure to file puts you at risk of having your Articles of Incorporation revoked. The Secretary of State will give you written notice, and you’ll have 60 days to get back into good standing. After that, your Articles of Incorporation will be canceled (if you’re running a domestic business) or your certificate of authority will be revoked (if you’re running a foreign entity). If that happens, your corporation would lose its liability protection.
In order to reinstate the business, you’ll have to apply through New Mexico’s business portal and pay all outstanding fees and fines.
Who do I contact if I have issues filing my New Mexico biennial report?
If you’re having trouble filing your biennial or annual report, you can contact the New Mexico Business Services Division via phone, fax, or e-mail. Their contact information is as follows:
- Phone: (505) 827-3600
- Fax: (505) 827-4387
- Email: email@example.com
You can also call the Secretary of State’s toll free number at (800) 477-3632. The offices are open Monday through Friday from 8 a.m. to 5 p.m. MST.
Filing Your New Mexico Biennial Report FAQs
- How much does it cost to file a biennial report in New Mexico?
Biennial reports cost $25 for corporations. Annual reports cost $10 for nonprofits.
- Are there any fees or penalties if I don't file my New Mexico biennial report?
For-profit corporations that fail to file their annual report face a $200 fine (nonprofits pay a $10 late fee) and risk having their Articles of Incorporation or certificate of authority canceled or revoked. This means they are no longer authorized to participate in commerce within the state.
- What happens if I don’t file my biennial report at all in New Mexico?
In addition to a late fee, the Secretary of State will send you a notice of delinquency. You’ll have 60 days to file before your Articles of Incorporation or certificate of authority is canceled or revoked and your business entity is effectively dissolved.
- If my business is closed, do I still need to file the biennial report?
If your corporation has ceased doing business, New Mexico state law requires you to file one last annual report in that calendar year. If you’re not sure that you’re ready to wrap up the business entirely, you can apply for a suspension, which sets your company’s status as inactive. You can remain inactive for five years. During that time, you don’t have to file annual reports, but your official status is inactive, and thus no entity protections apply if you suddenly start business again. To regain your active status, you have to file renewal forms through New Mexico’s business portal.
- Who must file a New Mexico biennial report?
Reports must be filed by directors and/or officers.
- Are new businesses in New Mexico required to file an initial report?
New corporations must file an initial report within 30 days of registering their entity with the state of New Mexico. LLCs don’t need to file initial reports.
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