2019 New Mexico Statutes
Chapter 53 - Corporations
Article 5 - Corporate Reports
Section 53-5-2 - Corporate and supplemental reports.
A. Pursuant to rules that the secretary of state adopts to implement this section, a domestic or foreign corporation that is not exempted shall file in the office of the secretary of state within thirty days after the date on which its certificate of incorporation or its certificate of authority, as the case may be, is issued by the secretary of state, and biennially thereafter on or before the fifteenth day of the fourth month following the end of its taxable year, a corporate report in the form prescribed and furnished to the corporation not less than thirty days prior to such reporting date, by the secretary of state, and signed and sworn to by the chair of the board, president, vice president, secretary, principal accounting officer or authorized agent of the corporation, showing among other information prescribed by the secretary of state:
(1) the current status of:
(a) the name of the corporation;
(b) the mailing address and: 1) street address if within a municipality; or 2) rural route number and box number or the geographical location, using well-known landmarks, if outside a municipality, of the corporation's registered office in this state and the name of the agent upon whom process against the corporation may be served;
(c) the names and addresses of all the directors and officers of the corporation and when the term of office of each expires;
(d) the address of the corporation's principal place of business within the state and, if a foreign corporation, the address of its registered office in the state or country under the laws of which it is incorporated and the principal office of the corporation, if different from the registered office; and
(e) the date for the next annual meeting of the shareholders for the election of directors; and
(2) the corporation's taxpayer identification number issued by the revenue processing division of the taxation and revenue department.
B. When the secretary of state receives a report required to be filed by a corporation under the Corporate Reports Act, the secretary of state shall determine if the report conforms to the requirements of this section. If the secretary of state finds that the report conforms, it shall be filed. If the secretary of state finds that the report does not conform, the secretary of state shall promptly return the report to the corporation for any necessary corrections, in which event the penalties prescribed in the Corporate Reports Act for failure to file the report in the time provided shall not apply if the report is corrected and returned to the secretary of state within thirty days from the date on which it was mailed to the corporation by the secretary of state.
C. The secretary of state may refuse to file a corporate report or a supplemental report received from a corporation that has not paid all fees, including penalties and interest due and payable, to the secretary of state at the time of filing. However, if the corporation and the secretary of state are engaged in any adversary proceeding over the assessment of any fees, the secretary of state shall file the report of the corporation upon its submission to the secretary of state.
D. A supplemental report shall be filed with the secretary of state within thirty days if, after the filing of the corporate report required under the Corporate Reports Act, a change is made in:
(1) the mailing address, street address, rural route number and box number or the geographical location of its registered office in this state and the name of the agent upon whom process against the corporation may be served;
(2) the name or address of any of the directors or officers of the corporation or the date when the term of office of each expires; or
(3) its principal place of business within or without the state.
History: 1953 Comp., § 51-21-1, enacted by Laws 1978, ch. 9, § 1; 1979, ch. 181, § 1; 1983, ch. 304, § 4; 1989, ch. 386, § 1; 2001, ch. 200, § 27; 2003, ch. 318, § 5; 2018, ch. 35, § 1.
ANNOTATIONSCross references. — For filing fee, see 53-2-1 NMSA 1978.
For penalty for failure to file corporate reports, see 53-5-7 NMSA 1978.
The 2018 amendment, effective July 1, 2018, changed the biennial report due date for certain corporations; and in Subsection A, after "the fifteenth day of the", deleted "third" and added "fourth"; and replaced "public regulation commission" or "commission" with "secretary of state" throughout the section.
The 2003 amendment, effective July 1, 2003, deleted "or franchise taxes" following "of any fees" in Subsection C; inserted "and" following "rural route number" in Paragraph D(1).
The 2001 amendment, effective July 1, 2001, substituted "public regulation commission" for "state corporation commission" throughout the section; in Subsection A, deleted "state corporation" preceding "commission" in the preliminary language, substituted "the address of the corporation's principal place" for "the character of its business and the address of its principal place" in Paragraph (1)(d); in Subsection D, deleted Paragraph (1), which read "the name of the corporation", and renumbered the remaining paragraphs accordingly, and deleted "the character of its business and" from the beginning of Paragraph (3).
The 1989 amendment, effective January 1, 1990, in Subsection A substituted all of the present language of Subparagraph (1)(b) preceding "if outside a municipality" for "the mailing address, and street address if within a municipality, or a description of the geographical location", deleted former Paragraph (2), which provided for reporting information on the number of shares, value and location of property, gross receipts and financial condition, and redesignated former Paragraph (3) as present Paragraph (2); and in Subsection D(2) substituted "rural route number, box number or" for "or the description of".
The 1983 amendment, effective June 17, 1983, substituted the present catchline for "Annual and supplemental corporate reports"; in the introductory language of Subsection A inserted "Pursuant to . . . this section," substituted "biannually" for "annually" and inserted "corporate" preceding "report" near the middle of the introductory language, and inserted "chairman of the board" and "among other information prescribed by the commission" near the end of the introductory language; substituted "corporation" for "company" in Subparagraph (c) of Paragraph (1) of Subsection A, substituted "shareholders" for "stockholders" in Subparagraph (e) of Paragraph (1), substituted "taxable" for "preceding fiscal" and inserted "the following information for the reporting period of the report" in the introductory language of Paragraph (2), rewrote Subparagraph (a) of Paragraph (2), substituted "reporting period" for "preceding year" in Subparagraph (c) of Paragraph (2), substituted "authorized shares" for "capital stock" in Subparagraph (e) of Paragraph (2); inserted "state corporation" in the first sentence of Subsection B; inserted "state corporation," substituted "may" for "shall," substituted "a corporate" for "an annual," and deleted "and franchise taxes" preceding "including" in the first sentence of Subsection C, deleted "annual" preceding "report" in the last sentence of Subsection C; inserted "state corporation" and substituted "corporate" for "annual" preceding "report" in the introductory language of Subsection D; and deleted Subsection E, which read: "No annual or supplemental report required to be filed under this section shall be deemed to have been filed if the fees accompanying the report have been paid by check, and which check is dishonored upon presentation."
Law reviews. — For article, "Attachment in New Mexico - Part I," see 1 Nat. Res. J. 303 (1961).
For note, "The Entry and Regulation of Foreign Corporations Under New Mexico Law and Under the Model Business Corporation Act," see 6 Nat. Res. J. 617 (1966).
For article, "1975 Amendments to the New Mexico Business Corporations Act," see 6 N.M. L. Rev. 57 (1975).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 18A Am. Jur. 2d Corporations §§ 333, 339.
19 C.J.S. Corporations § 542.
