Requirements To Qualify A Foreign Nonprofit Corporation (53-8-68 To 53-8-69 Nmsa 1978) printable pdf download

FOREIGN NONPROFIT QUALIFICATION

PUBLIC REGULATION COMMISSION

CORPORATIONS BUREAU

P.O. BOX 1269

SANTA FE, NEW MEXICO 87504-1269

(505) 827-4511

REQUIREMENTS TO QUALIFY A FOREIGN NONPROFIT CORPORATION

(53-8-68 TO 53-8-69 NMSA 1978)

FILING FEES: Application for Certificate of Authority, $25 (submit a signed original of the

application, together with a duplicate copy which may be either signed or photocopied; the

duplicate copy and a Certificate of Authority will be returned for the corporation’s records). The

following fees apply only if you want an additional copy or copies to be certified: $10 per

certified copy; if you do not provide the extra copy, a reproduction fee of $1 per page, minimum

$5 is charged in addition to the $10 certification fee. Payment of fees must be made by check or

money order, made payable to the New Mexico Public Regulation Commission, or NMPRC. The

PRC does not accept cash payment for any fees.

PURPOSE OF FILING: No foreign corporation has the right to conduct affairs in New Mexico

until it has procured a Certificate of Authority to do so from this commission. Certain activities do

not constitute conducting affairs, and do not require a Certificate of Authority. For purposes of the

Nonprofit Corporation Act, and without excluding other activities, a foreign corporation engaged

in the following activities shall not be considered to be conducting affairs in this state:

a. maintaining or defending any action or suit or any administrative or arbitration proceeding

or effecting the settlement thereof or the settlement of claims or disputes;

b. holding meetings of its directors or members or carrying on other activities concerning its

internal affairs;

c. maintaining bank accounts;

d. creating evidences of debt, mortgages or liens on real or personal property;

e. securing or collecting debts due to it or enforcing any rights in property securing the same;

f. conducting its affairs in interstate commerce;

g. granting funds;

h. distributing information to its members; or

i. conducting an isolated transaction completed within a period of thirty days and not in the

course of a number of repeated transactions of like nature.

A foreign corporation transacting business in New Mexico without a Certificate of Authority shall

not be permitted to maintain any action, suit or proceeding in any court of this state until the

corporation has obtained 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 district court of this state. A foreign

corporation which conducts affairs in New Mexico without a Certificate of Authority is liable to

this state, for the years or parts thereof during which such affairs were conducted, an amount equal

to all fees 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. The Attorney General shall bring proceedings to recover all amounts due New Mexico

under the provisions of the Nonprofit Corporation Act. 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 conduct affairs 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 signed by the registered agent acknowledging acceptance of that appointment (a foreign

corporation authorized to conduct affairs in New Mexico shall have and continuously maintain a

Requirements To Qualify A Foreign Nonprofit Corporation (53-8-68 To 53-8-69 Nmsa 1978)

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