2020 New Mexico Statutes
Chapter 53 - Corporations
Article 2 - Fees and Miscellaneous Corporation Law
Section 53-2-1 - Fees of secretary of state.
A. For filing documents and issuing certificates, the secretary of state shall charge and collect for:
(1) filing articles of incorporation and issuing a certificate of incorporation, a fee of one dollar ($1.00) for each one thousand shares of the total amount of authorized shares, but in no case less than one hundred dollars ($100) or more than one thousand dollars ($1,000);
(2) filing articles of amendment and issuing a certificate of amendment increasing the total amount of authorized shares or filing restated articles of incorporation and issuing a restated certificate of incorporation increasing the total amount of authorized shares, a fee equal to the difference between the fee computed at the rate set forth in Paragraph (1) of this subsection upon the total amount of authorized shares, including the proposed increase, and the fee computed at the rate set forth in Paragraph (1) of this subsection upon the total amount of authorized shares, excluding the proposed increase, but in no case less than one hundred dollars ($100) or more than one thousand dollars ($1,000);
(3) filing articles of amendment and issuing a certificate of amendment not involving an increase in the total amount of authorized shares or filing restated articles of incorporation and issuing a restated certificate of incorporation not involving an increase in the total amount of authorized shares, a fee of one hundred dollars ($100);
(4) filing articles of merger, consolidation or exchange and issuing a certificate of merger or consolidation or exchange, a fee equal to the difference between the fee computed at the rate set forth in Paragraph (1) of this subsection upon the total amount of authorized shares in the articles of merger or consolidation in excess of the total amount of authorized shares of the corporations merged or consolidated or upon the amount of the shares exchanged, but in no case less than two hundred dollars ($200) or more than one thousand dollars ($1,000);
(5) filing an application to reserve a corporate name or filing a notice of transfer of a reserved corporate name, a fee of twenty-five dollars ($25.00);
(6) filing a statement of a change of address of the registered office or change of the registered agent, or both, a fee of twenty-five dollars ($25.00);
(7) filing an agent's statement of change of address of registered agent, a fee of twenty-five dollars ($25.00);
(8) filing a statement of the establishment of a series of shares, a fee of one hundred dollars ($100);
(9) filing a statement of reduction of authorized shares, a fee of one hundred dollars ($100);
(10) filing a statement of intent to dissolve, a statement of revocation of voluntary dissolution proceedings or articles of dissolution, a fee of fifty dollars ($50.00);
(11) filing an application of a foreign corporation for an amended certificate of authority to transact business in this state and issuing an amended certificate of authority, a fee of fifty dollars ($50.00);
(12) filing a copy of articles of merger or conversion of a foreign corporation holding a certificate of authority to transact business in this state not increasing the total amount of authorized shares, a fee of two hundred dollars ($200);
(13) filing an application for a certificate of authority of a foreign corporation and issuing to it a certificate of authority, a fee of one dollar ($1.00) for each one thousand shares of the total number of authorized shares represented in this state, but in no case less than two hundred dollars ($200) or more than one thousand dollars ($1,000);
(14) filing articles of merger or consolidation increasing the total amount of authorized shares that the surviving or new corporation is authorized to issue in excess of the aggregate number of shares that the merging or consolidating domestic and foreign corporations authorized to transact business in this state had authority to issue, a fee of one dollar ($1.00) for each one thousand shares of the increase in the total amount of authorized shares represented in this state, but in no case less than two hundred dollars ($200) or more than one thousand dollars ($1,000);
(15) filing an application for withdrawal of a foreign corporation and issuing a certificate of withdrawal, a fee of fifty dollars ($50.00);
(16) filing a corporate report and filing a supplemental report, a fee of twenty-five dollars ($25.00);
(17) filing any other statement, corrected document or report of a domestic or foreign corporation, a fee of twenty-five dollars ($25.00);
(18) issuing a certificate of good standing and compliance, a fee of fifty dollars ($50.00); and
(19) issuing a letter of reinstatement of a domestic or foreign corporation, a fee of two hundred dollars ($200).
B. The secretary of state shall also charge and collect for furnishing copies of any document, instrument or paper relating to a corporation a fee of:
(1) ten dollars ($10.00) for an uncertified copy of documents, instruments or papers; and
(2) twenty-five dollars ($25.00) for a certified copy of documents, instruments or papers.
C. As used in this section:
(1) "total amount of authorized shares" means all shares of stock that the corporation is authorized to issue; and
(2) "number of authorized shares represented in this state" means the proportion of a corporation's total amount of authorized shares that the sum of the value of its property located in this state and the gross amount of business transacted by it or from places of business in this state bears to the sum of the value of all of its property, wherever located, and the gross amount of its business, wherever transacted, as determined from information contained in its application for a certificate of authority to transact business in this state.
D. The secretary of state shall also charge and collect fees, according to a fee schedule approved by the department of finance and administration, for the provision of services requested by persons, agencies and entities dealing with the secretary.
E. The secretary of state may adopt rules establishing reasonable fees for the following services rendered in connection with a service required or permitted to be rendered pursuant to a provision of Chapter 53 NMSA 1978:
(1) an expedited service;
(2) the handling of checks, drafts, credit or debit cards or other means of payment upon adoption of rules authorizing their use, for which sufficient funds are not on deposit; and
(3) the handling of credit cards and debit cards.
F. Amounts collected for the handling of credit cards and debit cards are appropriated to the secretary of state for the purpose of defraying the expense of providing the service. At the end of a fiscal year, those amounts shall not revert to the general fund.
History: 1953 Comp., § 51-12-1, enacted by Laws 1975, ch. 65, § 1; 1977, ch. 103, § 1; 1983, ch. 304, § 1; 1988, ch. 93, § 1; 1993, ch. 311, § 1; 1994, ch. 67, § 1; 2001, ch. 200, § 9; 2003, ch. 318, § 2; 2015, ch. 66, § 1.
ANNOTATIONSCross references. — For rural electric cooperatives, see 62-15-19 and 62-15-27 NMSA 1978.
For conservancy districts, see 73-14-16 NMSA 1978.
For fees charged agricultural marketing associations, see 76-12-8 and 76-12-20 NMSA 1978.
The 2015 amendment, effective July 1, 2015, adjusted fees for copying services provided by the secretary of state and imposed a fee for credit and debit card payments to the secretary of state; in the catchline, deleted "public regulation commission" and added "secretary of state"; in the introductory sentence of Subsection A, deleted "public regulation commission" and added "secretary of state"; in Paragraph (7) of Subsection A, after "registered agent", deleted "for each affected corporation"; in Subsection B, after "The", deleted "public regulation commission" and added "secretary of state", and after "corporation a fee of", deleted "one dollar ($1.00) per page, but in no case less than ten dollars ($10.00). In addition, a fee of twenty-five dollars ($25.00) shall be paid in each instance where the commission provides the copies of the document to be certified"; added Paragraphs (1) and (2) of Subsection B; in Paragraph (1) of Subsection C, after "shares of stock", added "that"; in Subsection D, deleted "public regulation commission" and added "secretary of state", and after "dealing with the", deleted "commission" and added "secretary"; in the introductory sentence of Subsection E, deleted "public regulation commission" and added "secretary of state"; in Paragraph (1) of Subsection E, after "service", deleted "or"; in Paragraph (2) of Subsection E, after the semicolon, added "and"; added Paragraph (3) of Subsection E; and added Subsection F.
The 2003 amendment, effective July 1, 2003, inserted present Paragraph A(7) and redesignated the remaining paragraphs accordingly; and substituted "two hundred dollars ($200)" for "one hundred dollars ($100)" at the end of Paragraph A(19).
The 2001 amendment, effective July 1, 2001, substituted "public regulation commission" for "state corporation commission" throughout the section; inserted "or conversion" following "merger" in Paragraph A(11); and added Subsection E.
The 1994 amendment, effective May 18, 1994, substituted "one thousand dollars ($1,000)" for "five thousand dollars ($5,000)" in Paragraphs A(1), A(2) and A(4); combined the provisions of former Paragraph A(12) and former Subparagraph A(12)(a) and made related stylistic changes; inserted the language beginning "a fee of" in Paragraph A(12); redesignated former Subparagraph A(12)(b) as Paragraph A(13) and redesignated former Paragraphs A(13) to A(17) accordingly; substituted "furnishing" for "certifying" in Subsection B; inserted Paragraph C(2) and redesignated the former provisions of Subsection C accordingly.
The 1993 amendment, effective July 1, 1993, in Subsection A, in Paragraph (1), substituted "one" for "ten" preceding "thousand" and "one hundred dollars ($100)" for "fifty dollars ($50.00) nor", substituted "one hundred dollars ($100)" for "fifty dollars ($50.00) nor" in Paragraph (2), substituted "one hundred dollars ($100)" for "fifty dollars ($50.00)" in Paragraph (3), substituted "two hundred dollars ($200)" for "one hundred dollars ($100) nor" in Paragraph (4), substituted "twenty-five dollars ($25.00)" for "ten dollars ($10.00)" in Paragraphs (5) and (6), substituted "one hundred dollars ($100)" for "twenty-five dollars ($25.00)" in Paragraphs (7) and (8), substituted "fifty dollars ($50.00)" for "twenty-five dollars ($25.00)" in Paragraphs (9) and (10), substituted "two hundred dollars ($200)" for "twenty-five dollars ($25.00)" in Paragraph (11), in Paragraph (12)(b), substituted "two hundred dollars ($200)" for "one hundred dollars ($100) nor" and deleted the following language which formerly appeared at the end of the subparagraph: "until the filing of a corporate report and thereafter from information contained in the latest corporate report filed by the corporation", substituted "fifty dollars ($50.00)" for "twenty-five dollars ($25.00)" in Paragraph (13), substituted "twenty-five dollars ($25.00)" for "twenty dollars ($20.00)" in Paragraph (14), in Paragraph (15), inserted "corrected document" and substituted "twenty-five dollars ($25.00)" for "ten dollars ($10.00); and", substituted "fifty dollars ($50.00); and" for "twenty-five dollars ($25.00)" in Paragraph (16), and added Paragraph (17); and, in Subsection B, substituted "twenty-five dollars ($25.00)" for "one dollar ($1.00) per page" in the second sentence.
The 1988 amendment, effective May 18, 1988, deleted former Subsection A(17) which read "reviewing documents and reports to be delivered to the commission, and indicating approval thereof before delivery to the commission, a fee of one hundred dollars ($100.00)."
The 1983 amendment, effective June 17, 1983, substituted "authorized shares" for "capital stock authorized" throughout the section, redesignated former Paragraphs (9) through (11), (13) through (16), and (18) and (19) of Subsection A as present Paragraphs (8) through (16) of Subsection A, added Paragraph (17) of Subsection A, deleted former Paragraph (8) of Subsection A, which read: "filing a statement of cancellation of shares, a fee of twenty-five dollars ($25.00):", deleted former Paragraph (12) of Subsection A, which read: "filing a copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to transact business in this state not increasing the total amount of capital stock authorized, a fee of twenty-five dollars ($25.00);", redesignated former Subparagraph (c) of former Paragraph (14) of Subsection A as present Subparagraph (b) of present Paragraph (12) and deleted former Subparagraph (b) of former Paragraph (14), which read: "articles of amendment of a foreign corporation increasing the total amount of capital stock authorized;", deleted former Paragraph (17), which read: "filing articles of incorporation of any religious or charitable association or society or other corporation having no capital stock and not authorized for pecuniary profit and issuing to it a certificate of incorporation, a fee of ten dollars ($10.00)"; in Paragraph (1) of Subsection A, substituted "ten thousand shares" for "one thousand dollars ($1,000)" and added "nor more than five thousand dollars ($5,000)," substituted "nor" for "or" near the end of Paragraph (2), inserted "or exchange" following "consolidation" in two places, inserted "or upon the amount of the shares exchanged" and added "nor more than five thousand dollars ($5,000)" in Paragraph (4), substituted "shares" for "dollars ($1,000)" following "one thousand" in the first sentence of Subparagraph (b) of Paragraph (12), substituted "corporate" for "annual" in two places in the last sentence of Subparagraph (b) of Paragraph (12), deleted "annual" following "corporate", substituted "a supplemental report" for "supplemental corporate annual reports," and substituted "twenty dollars ($20.00)" for "ten dollars ($10.00)" in Paragraph (14), substituted "twenty-five dollars ($25.00)" for "ten dollars ($10.00)" in Paragraph (16); substituted "one dollar ($1.00)" for "seventy-five cents ($.75)" in the first sentence of Subsection B, deleted "the aggregate par value, expressed in dollars, of" following "means" in Subsection C, deleted the former last sentence of Subsection C, which read: "For the purposes of this subsection, shares without par value shall be deemed to have a par value of one dollar ($1.00) per share," and added Subsection D.
Section inapplicable to regulatory audits. — This section does not authorize the commission to require a regulated entity to pay for a regulatory audit required by the commission. ENMR Tel. Coop. v. N.M. SCC, 1994-NMSC-119, 118 N.M. 654, 884 P.2d 810.
Entrance fee for foreign corporation. — The entrance fee exacted by a state from a foreign corporation for a license to carry on local business is not a tax but compensation for a privilege, and the validity of the charge is not dependent upon the method by which the amount is determined. Atl. Ref. Co. v. Virginia, 302 U.S. 22, 58 S. Ct. 75, 82 L. Ed. 24 (1937).
Method for setting such fee constitutional. — It is not an unconstitutional burden upon interstate commerce that a state statute makes the authorized capital stock of a foreign corporation seeking to do intrastate business the measure of the fee to be paid as a condition to admission to the state. Atl. Ref. Co. v. Virginia, 302 U.S. 22, 58 S. Ct. 75, 82 L. Ed. 24 (1937).
Fee proper whenever differential between prior authorized and new stock. — The corporation commission (now secretary of state) would be complying with the statute by charging filing fees upon the differential amount between the prior authorized capital stock and the new capital stock, regardless of the fact whether or not the increased authorized stock would take the corporation into a new bracket in computing the fee. 1953 Op. Att'y Gen. No. 53-5667 (rendered under former law).
Amendment changing no par stock to par. — Where a foreign corporation had paid an admission fee to the state corporation commission (now secretary of state) upon filing its articles of incorporation, and now has filed an amendment changing its no par value common stock to that of par value and in connection therewith increasing the number of shares of common stock, it is not entitled to file the amendment without payment of any fee. 1954 Op. Att'y Gen. No. 54-6064 (rendered under former law).
Fees are in nature of franchise tax. — The fees payable to the corporation commission (now secretary of state) are in the nature of a franchise tax for the privilege of operating as a corporation. 1941 Op. Att'y Gen. No. 41-3901.
Law reviews. — 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).
For comment, "Coal Taxation in the Western States: The Need for a Regional Tax Policy," see 16 Nat. Res. J. 415 (1976).
For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).
