Amending your Articles of Organization or Articles of Incorporation in New Mexico is crucial for maintaining business compliance and adaptability. Find out how below.
When your New Mexico limited liability company (LLC) or corporation makes changes to certain public information, you’ll need to notify the state to remain legally compliant. This means amending your New Mexico Articles of Organization or Articles of Incorporation to reflect those changes. As a business owner, you probably have lots of questions about how and when to make a New Mexico business amendment, but don’t worry. Read on to learn more about amending your New Mexico formation documents, why you might need to do so, and how we can help.
If you need to make changes to a New Mexico LLC, we’ll show you how in this section. But if you need to make changes to a corporation, keep scrolling to the section titled “Amending a New Mexico Corporation Articles of Incorporation.”
The New Mexico Articles of Organization is the filing that officially forms your LLC in New Mexico. After filing this document, the state recognizes your company as a legal business. This document establishes your business as an LLC and allows you to take advantage of LLC perks, like certain tax benefits and liability protections. It contains information about your LLC, such as its name, registered agent, registered office, and contact information. You can also make additional provisions of your own if you wish.
If you need to make any changes to this information, odds are you’ll need to file the Articles of Amendment or another document.
To amend your LLC, you’ll use the “Articles of Amendment” form. This form lets you make a variety of changes, including your name, your business purpose, or most other provisions you added in your original articles, with the exceptions of your registered agent/office and your LLC’s principal address (more on that below). Generally, as long as the change is permitted by law, you can make it.
As part of the form, you’ll also be asked to provide some information about your business, including your company name, contact information, and the date your original Articles were filed. It’s helpful to gather this information and any information you need to make your amendments: your new business name spelling, the wording of articles you’re adding to, and so on. Having this information from the start will make the paperwork step simpler.
Keeping your business compliant with state business regulations helps it maintain its entitlement to all of its legal benefits. When you file your entity as a legal LLC in New Mexico, all information included in your filing becomes public knowledge. If your information changes but you don’t update it, the public may not have accurate contact information. Any changes in your registered agent should be reported as well since they are responsible for receiving service of process and other important communications on behalf of your business. You’ll need to update your registered agent information with a different form.
You need to have current Articles of Organization on file with the Secretary of State in order to get a New Mexico Certificate of Good Standing. This certificate is the document that says you’ve paid all your required fees and completed all your required filings with the state. The state confirms that they recognize your business as up to date and valid. If you haven’t filed New Mexico Articles of Amendment, you won’t be able to get a Certificate of Good Standing.
Inability to get a Certificate of Good Standing can have any or all of the following consequences for your business:
While there’s no fine for not filing New Mexico Articles of Amendment, the consequences of not filing and thus not getting a Certificate of Good Standing can be problematic.
Now it’s time to fill out and file your paperwork. To get started, you’ll need to download the Articles of Amendment from the Secretary of State’s website. Then, you’ll need to fill it out with all the information you gathered in Step 2. You can submit your completed filing by mail or drop it off in person at the Secretary of State’s office.
At the time of this writing, the filing fee for this is $50. Once your form is processed, your amendment will go into effect.
Note that you can’t change your registered agent or registered office with the Articles of Amendment. To change your registered agent/office, you’ll need to do so online at the New Mexico Online Business Portal. There, you can also change your LLC’s principal address.
Need to make changes to a corporation? We’ll show you how in this section.
The Articles of Incorporation is the form that officially creates your corporation; your business doesn’t officially exist until it’s filed. It requests a lot of information about your business, including your company name, your business address, how many shares your corporation can issue, and more. You can even add additional provisions to suit the needs of your business.
Generally speaking, if you need to make any changes to the information included in your Articles of Incorporation, then you’ll likely need to file the Articles of Amendment.
Before you jump into the filing process, it’s a good idea to gather the information you’re going to need and verify which changes you’re going to make. You can make a wide variety of changes with this form, including updating your business name, principal address, and more. You can even change the number and class(es) of shares your company offers. You’ll want to make sure you have all the information on hand for making these changes.
You’ll also be asked for some extra information about your business, including some contact information. Plus, you’ll need to explain the vote that approved your amendment, detailing how many shareholders voted for and against the resolution.
Having all this information ready to go when you start filing will help streamline your filing process.
Next, you’ll file your amendment paperwork. To get started, you’ll need to download the Articles of Amendment form (for corporations) from the Secretary of State’s website. Then, you’ll fill it out with all the information you gathered in Step 2, have it signed by a company officer, and mail it or drop it off in person at the Secretary of State’s office.
At the time of this writing, this form costs at least $100 (the cost rises by $1 for every 1,000 shares over 100,000 shares that your corporation issued). Once the form is processed, your amendment goes into effect.
Note that you can’t change your registered agent or registered office with the Articles of Amendment. To change your registered agent/office, you’ll need to do so online at the New Mexico Online Business Portal.
New Mexico offers businesses the option to restate their Articles of Organization in a Restated Articles of Organization form. This form is available to business owners once you download a copy of the fillable form from the Secretary of State’s website. Alternatively, you can get a copy once you log in to the Secretary of State’s business portal. Once you’ve made your New Mexico amendments, you can restate your updated Articles of Organization as amended. However, New Mexico doesn’t give business owners the option to amend and restate articles all in one form. The filing fee for the Restated Articles of Organization is the same as the Articles of Amendment, $50.
You can do the same for a corporation by downloading and filing a Restated Articles of Incorporation. This filing carries the same fee as filing Articles of Amendment for a corporation.
If you only need to change your registered agent’s name or address information, you must instead file a Change of Registered Office/Registered Agent form online at the New Mexico Online Business Portal. This applies to both LLCs and corporations.
Let us be your trusted guide in New Mexico business compliance. We can help you throughout the lifecycle of your business. From New Mexico LLC or corporation formation to finding a registered agent to our Worry-Free Compliance service, we’re here for you. And if you need to file New Mexico Articles of Amendment, we can help with our amendment filing service. Let us help you keep your mind on your business and not on paperwork.
FAQ
No, you’re not legally required to use an attorney to make a New Mexico LLC or corporation amendment. However, every business should assess their own needs in determining how to amend their articles. In other words, if you need questions answered, you might consider consulting an attorney.
New Mexico’s Articles of Amendment form is very flexible, and you can report most changes to your company’s public information like name changes or adding articles. However, you need to file a separate form to change your registered agent information.
A New Mexico biennial report is a different type of document than Articles of Amendment. Both are filed with the Secretary of State; however, a biennial report contains different information and is filled every other year. You file Articles of Amendment only when information changes.
Typically, it takes about two to three weeks to process New Mexico Articles of Amendment, unless you request and pay for expedited processing.
Your confirmation type will depend on whether you filed online or by mail with the Secretary of State.
Your documents will be emailed to the email address you provide. If you didn’t provide an email address, the documents will be mailed. You can also check a box on the form saying that you want to pick up the documents yourself.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
Written by Team ZenBusiness
ZenBusiness has helped people start, run, and grow over 700,000 dream companies. The editorial team at ZenBusiness has over 20 years of collective small business publishing experience and is composed of business formation experts who are dedicated to empowering and educating entrepreneurs about owning a company.
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