Requirements For Incorporating A New Mexico Corporation For Profit (Page 4 of 6) in pdf

NOTES:

3. Address means a recitation of the mailing address or post office box number and the street address, if within a

municipality, or a description of the geographical location, if outside a municipality.

4. Duplicate original means a document which is signed or executed in duplicate.

5. Each corporation shall have and continuously maintain in this state:

A. a registered office which may be, but need not be, the same as its place of business; and

B. a registered agent, which may be either an individual resident in this state whose business office is

identical with the registered office, or a domestic corporation, or a foreign corporation authorized to

transact business in this state, having a business office identical with the registered office.

C. Filing corporation cannot be its own agent. Only one signature block, in the Affidavit of Acceptance of

Appointment of Registered Agent, must be executed by the appropriate agent before a notary public, as the

case may be.

6. The Business Corporation Act applies to professional corporations. If the provisions of the Business Corporation

Act conflicts with the provisions of the Professional Corporation Act (53-6-1 to 53-6-13 NMSA 1978) the

provisions of the Professional Corporation Act shall prevail. The corporate name of a professional corporation

shall contain the words "limited", "chartered", "professional association" or "professional corporation" or shall

contain a separate abbreviation of one of these words. The official corporate name is determined from Article One.

7. 53-11-35 BOARD OF DIRECTORS.

A. All corporate powers shall be exercised by or under authority of, and the business and affairs of a corporation

shall be managed under the direction of, a board of directors except as may be otherwise provided in the

Business Corporation Act (53-11-13-18-12 NMSA 1978) or the articles of incorporation. If any such

provision is made in the articles of incorporation, the powers and duties conferred or imposed upon the board of

directors by the Business Corporation Act shall be exercised or performed to such extent and by such person or

persons as provided in the articles of incorporation. Directors need not be residents of this state or

shareholders of the corporation unless the articles of incorporation or bylaws so require. The articles of

incorporation or bylaws may prescribe other qualifications for directors. The board of directors may fix

compensation of directors unless otherwise provided in the articles of incorporation.

B. A director shall perform his duties as a director, including his duties as a member of any committee of the

board upon which the director may serve, in good faith, in a manner the director believes to be in the best interests of

the corporation, and with such care as an ordinarily prudent person would use under similar circumstances in a like

position.

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