New Mexico Corporation Law


New Mexico’s Business Corporation Act defines Corporation or Domestic Corporation as a corporation incorporated for profit subject to the provisions of the Business Corporation Act.  One or more persons or a domestic or foreign corporation may act as incorporator of a corporation.  Such corporations may engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation.

Each corporation shall maintain a registered office and registered agent in the state of New Mexico.  The registered office need not be the same as any of its places of business.  Each corporation shall keep correct and complete books and records of account including the minutes of the proceedings of its shareholders and board of directors at its registered office or principal place of business

Unless its articles of incorporation provide a corporation has perpetual duration and succession in its corporate name.  It has the same powers as a natural person to do all things necessary to carry out its business.  The corporate name shall contain the separate word “corporation,” “company,” “incorporated” or “limited” or shall contain a separate abbreviation of one of these words.

The corporate existence of a corporation begins when the articles of incorporation is filed with the commission.  After incorporation the directors shall hold an organizational meeting for the purpose of adopting bylaws, electing officers and the transaction of other business as may come before the meeting.

The initial bylaws of a corporation shall be adopted by its board of directors.  The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation.  The bylaws shall not be inconsistent with its articles of incorporation or with the laws of the state of New Mexico.

All corporate powers shall be exercised by or under the authority of its board of directors.  The authority of the board of directors shall be subject to any limitation set forth in the articles of incorporation.

The articles of incorporation or bylaws may prescribe qualifications for directors.  A director need not be a resident of the state of New Mexico or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.  Board of directors shall consist of one or more natural persons with the number specified in or fixed in accordance with the articles of incorporation or bylaws.  The number of directors may be increased or decreased from time to time by amendment or in the manner provided in the articles of incorporation or the bylaws.

The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue.  If more than one class of shares is authorized the articles of incorporation shall prescribe a distinguishing designation for each class.  The articles of incorporation may limit or deny the voting rights of, or provide special voting rights for, the shares of any class to the extent not inconsistent with the provisions of the Business Corporation Act

An annual meeting of the shareholders shall be held at the time designated in or fixed in accordance with the bylaws. If the annual meeting is not held within any thirteen-month period, the district court may, on the application of any shareholder, order a meeting to be held.