Instructions For Completing Form Fpr/f-Stmnt (Page 2 of 3) in pdf

such authority, but the failure to obtain a Certificate of Authority does not impair the validity of any contract or

act of the corporation, and does not prevent the corporation from defending any action, suit or proceeding in any

court of this state. A foreign corporation transacting business in this state without a Certificate of Authority is

liable to this state, for the years or parts thereof during which such business was transacted, an amount equal to

all fees and franchise taxes which would have been imposed upon the corporation had it applied for and

received a Certificate of Authority and thereafter filed all reports required, plus all penalties for failure to pay

the fees and franchise taxes, plus a civil penalty of two hundred dollars ($200) for each offense. If you are

unable to make a determination based upon the foregoing criteria, you will need to consult with your own

attorney or certified public accountant. The Public Regulation Commission cannot provide legal advice

concerning a corporation’s need to qualify to transact business in New Mexico.

FILING OF APPLICATION FOR CERTIFICATE OF AUTHORITY: The applying corporation shall file with

the commission: (1) the signed original of the application for Certificate of Authority, together with a

duplicate copy which may be either signed or photocopied; (2) a statement executed by the registered agent

acknowledging acceptance of that appointment (a foreign corporation authorized to conduct business in New

Mexico shall have and continuously maintain a physical registered office address and a registered agent for

service of process at that address); (3) a certificate of good standing / existence, issued by the appropriate

official custodian of corporate records for the state or country where the corporation originally incorporated

(certificate must be original or electronically issued; certificate must be current within thirty days, or has not

expired, upon submission to the commission); and (4) filing fee. If the commission determines that the

documents delivered for filing conform with the provisions of the Business Corporation Act, it shall, when all

required filing fees have been paid, retain the signed original in the files of the commission and return the

duplicate together with a Certificate of Authority.

EXECUTION OF DOCUMENTS: The application for Certificate of Authority shall be executed (signed) by an

authorized officer of the applying corporation. The statement of acceptance of appointment of the registered

agent shall be executed by the person designated in the application as registered agent, if the agent is an

individual, or, if the designated registered agent is a corporation, by an authorized officer of that corporation.

NOTE: Please refer to Sections 53-17-1 to 53-17-21 of the New Mexico Business Corporation Act for the

complete statutes governing a foreign business corporation in New Mexico. A copy of the statutes can be

obtained from this office at your request. The Corporations Bureau can only act in an administrative capacity.

We cannot offer you legal advice or opinion on your particular filing. We recommend that you consult with

your own attorney and accountant during the process of qualification as a foreign corporation.

INCLUDED IN THIS PACKET ARE INSTRUCTIONS FOR COMPLETING OUR FORMS. PLEASE

FOLLOW THESE INSTRUCTIONS CAREFULLY.

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DOCUMENTS MUST BE TYPED OR PRINTED LEGIBLY

Instructions For Completing Form FPR (Application for Certificate of Authority)

Item 1: (Part One) Enter the complete corporate name, exactly as it appears on the certificate of good standing from the domestic

state. A “dba” name or “aka” name cannot be included. If the true corporate name is not available in New Mexico, a resolution by the

board of directors adopting a fictitious name for use in transacting business in New Mexico must be submitted with the application.

Instructions For Completing Form Fpr/f-Stmnt Page 2