TITLE 12 TRADE, COMMERCE AND BANKING
CHAPTER 3 BUSINESS
ASSOCIATIONS
PART 4 OTHER
BUSINESS ENTITIES
12.3.4.1 ISSUING
AGENCY: New Mexico Public Regulation Commission.
[12.3.4.1 NMAC - N, 7-15-05]
12.3.4.2 SCOPE: This
rule applies to certain legislatively mandated legal entities, unless exempted
by law.
[12.3.4.2 NMAC - N, 7-15-05]
12.3.4.3 STATUTORY
AUTHORITY: NMSA 1978 Sections 3-29-16, 3-29-17,
3-29-17.1, 3-29-17.2, 3-29-17.4, 3-29-17.5, 3-29-19, 3-29-20, 8-8-4, 53-2-1,
53-4-5, 53-4-6, 53-4-6.1, 53-4-6.2, 53-4-7, 53-4-34 through 53-4-37, 53-4-40,
53-4-41, 53-7-35, 53-7-36, 53-7-39, 53-7-42, 53-19-66, 53-20-3 through
53-20-15, 53-20-17, 62-2-1 through 62-2-3, 62-2-13, and 75-5-2 through and
75-5-5.
[12.3.4.3 NMAC - N, 7-15-05]
12.3.4.4 DURATION: Permanent.
[12.3.4.4 NMAC - N, 7-15-05]
12.3.4.5 EFFECTIVE
DATE: July 15, 2005.
[12.3.4.5 NMAC - N, 7-15-05]
12.3.4.6 OBJECTIVE: The
purpose of this rule is to facilitate the formation and continuation of certain
legislatively mandated entities as provided by law.
[12.3.4.6 NMAC - N,
7-15-05]
12.3.4.7 DEFINITIONS: See
12.3.1.7 NMAC.
[12.3.4.7 NMAC - N, 7-15-05]
12.3.4.8 BUSINESS
DEVELOPMENT CORPORATIONS: A business development corporation shall
comply with the requirements of the Business Development Corporation Act, NMSA
1978 Sections 53-7-18 through 53-7-46.
A. Filing requirements. A
business development corporation shall file all documents required by this
section in compliance with 12.3.1 NMAC, General Provisions, and pay all filing
fees required by NMSA 1978 Section 53-2-1.
B. Documents
required.
(1) Articles of incorporation. Stockholders and members shall file articles
of incorporation that meet the requirements for incorporation in NMSA 1978
Section 53-7-23. The corporation may
amend the articles by complying with NMSA 1978 Sections 53-7-35 and 53-7-36.
(2) Reports. A business development corporation shall file
annual reports on its general financial condition with the director of the financial
institutions division of the regulation and licensing department and the
commission, pursuant to NMSA 1978 Section 53-7-39.
C. Dissolution. Upon following dissolution requirements of
NMSA 1978 Section 53-7-42, the corporation may petition the director of the
financial institutions division of the regulation and licensing department for
its dissolution. If the director of the
financial institutions division of the regulation and licensing department
approves the petition, the corporation may file with the commission
documentation approving the petition.
[12.3.4.8 NMAC - N, 7-15-05]
12.3.4.9 COOPERATIVE
ASSOCIATIONS: A cooperative association shall comply with
the requirements of the Cooperative Associations Act, NMSA 1978 Sections 53-4-1
through 53-4-45. Once properly formed, a
cooperative association shall be deemed a nonprofit corporation as provided in
NMSA 1978 Section 53-4-1.
A. Filing requirements. A
cooperative association shall file all documents required by this section in
compliance with 12.3.1 NMAC, General Provisions, and pay all filing fees
required.
B. Name. A
cooperative association shall comply with the name requirements in NMSA 1978
Section 53-4-37, and may use the procedures in 12.3.1.15 NMAC for inquiring
about, reserving, formally applying for, or reinstating a name.
C. Documents required.
(1) Articles of incorporation. A cooperative association formed in
compliance with the Cooperative Associations Act, NMSA 1978 Sections 53-4-1
through 53-4-45, shall file articles of incorporation that meet the
requirements of NMSA 1978 Section 53-4-5 with the fee required in NMSA 1978
Section 53-4-6. An association may file
amendments to its articles of incorporation with the filing fee as provided in
NMSA 1978 Section 53-4-7.
(2) Certificate of authority. A
foreign cooperative association that meets the requirements of NMSA 1978
Section 53-4-41 may request that the commission issue a certificate of
authority to do business in New Mexico.
(3) Statement designating registered agent
and office. A cooperative
association shall have and continuously maintain on file with the commission a
registered agent and office that meet the requirements in NMSA 1978 Sections
53-4-6.1 and 53-4-6.2, and shall pay the fee provided in NMSA 1978 Section
53-2-1 for filing the required notice.
(4) Reports. A cooperative association shall file annual
reports and supplemental reports and pay the filing fee as required by NMSA
1978 Section 53-4-34, and is subject to the forfeiture and penalty requirements
of NMSA 1978 Section 53-4-35 for failure to report.
D. Merger
and conversion.
(1) Converting to cooperative association. Any group incorporated
under the laws of New Mexico may convert to a cooperative association by
complying with, and filing amended articles as required by, NMSA 1978 Section
53-4-40.
(2)
Reorganizing under sanitary
projects act. A cooperative association may
reorganize as a sanitary projects act association by complying with, and filing
a certificate of association as required by, NMSA 1978 Section 3-29-20.
E. Dissolution. A cooperative association may voluntarily
dissolve by complying with NMSA 1978 Section 53-4-36, and may file with the
commission a statement indicating compliance.
F. Administrative revocation and
forfeiture. The commission may
administratively revoke a cooperative association by sending a notice of
forfeiture under the circumstances provided in, and following the requirements
of, NMSA 1978 Section 53-4-35. If the
commission administratively revokes a cooperative association, the association
may apply for reinstatement by complying with the applicable requirements in
NMSA 1978 Section 53-4-35.
[12.3.4.9 NMAC - N, 7-15-05]
12.3.4.10 FOREIGN
BUSINESS TRUSTS: A foreign business trust shall comply with
the requirements of the Foreign Business Trust Registration Act, NMSA 1978
Sections 53-20-1 through 53-20-17.
A. Filing
requirements. A foreign business
trust shall file all documents required by this section in compliance with the
12.3.1 NMAC, General Provisions, and shall pay filing fees required by NMSA
1978 Section 53-20-17.
B. Name. A
foreign business trust shall meet the requirements for names in NMSA 1978
Sections 53-20-4 and 53-20-5, and may use the procedures in 12.3.1.15 NMAC for
inquiring about, reserving, formally applying for, or reinstating a name.
C. Documents required.
(1) Certificate of authority. In order to transact business in New Mexico, a
foreign business trust must obtain a certificate of authority by complying with
the application requirements and process in NMSA 1978 Sections 53-20-6 and
53-20-7. A foreign business trust may
amend or change its certificate of authority by filing the documents required
by NMSA 1978 Section 53-20-8.
(2) Statement designating registered agent
and office. A foreign business trust
shall have and continuously maintain on file with the commission a registered
office and agent that meet the requirements in NMSA 1978 Sections 53-20-9,
53-20-10, and 53-20-11.
D. Withdrawal. A
foreign business trust authorized to do business in New Mexico may withdraw by
obtaining a certificate of withdrawal from the commission following the process
required by NMSA 1978 Sections 53-20-12 and 53-20-13.
E. Administrative
revocation. The commission may
revoke the certificate of authority for a foreign business trust for the
reasons listed and following the process provided in NMSA 1978 Sections
53-20-14 and 53-20-15.
[12.3.4.10 NMAC - N, 7-15-05]
12.3.4.11 DOMESTIC
LIMITED LIABILITY COMPANIES: A domestic limited liability company shall
comply with the requirements of the Limited Liability Company Act, NMSA 1978
Sections 53-19-1 through 53-19-74.
A. Filing
requirements. A domestic limited
liability company shall file all documents required by this section in
compliance with NMSA 1978 Section 53-19-9 and 12.3.1 NMAC, General Provisions,
and pay applicable fees required in NMSA 1978 Section 53-19-63.
B. Name. A domestic limited liability company shall
meet the requirements for names in NMSA 1978 Sections 53-19-3 and 53-19-4, and
may use the procedures in 12.3.1.15 NMAC for inquiring about, reserving,
formally applying for, or reinstating a name.
C. Documents required. A
domestic limited liability company shall execute the documents required by this
section in compliance with the general provisions in NMSA 1978 53-19-12.
(1) Articles of organization. A
person may form a limited liability company by complying with the requirements
of NMSA 1978 Section 53-19-7 and filing articles of organization required by
NMSA 1978 Sections 53-19-8, 53-19-9, and 53-19-10. A domestic limited liability company may
amend or restate its articles of organization by complying with NMSA 1978
Section 53-19-11.
(2) Statement designating registered agent
and office. A domestic limited
liability company shall have and continuously maintain on file with the
commission a registered agent and office that meet the requirements in NMSA
1978 Sections 53-19-5.
D. Conversion and merger.
(1) Converting to corporation, partnership,
or limited partnership. Members or
managers may convert a domestic limited liability company to a corporation,
partnership or limited partnership by meeting the requirements in, and filing a
statement, articles of incorporation or a certificate as required by, NMSA 1978
Section 53-19-60.1.
(2) Converting
to limited liability company. Shareholders or partners may convert a
corporation, partnership, or limited partnership into a domestic limited
liability company by complying with, and filing articles of organization as
required by, NMSA 1978 Section 53-19-60.
(3) Merging
with other entities. A domestic limited liability company
may merge with or into one or more domestic limited liability companies,
foreign limited liability companies, corporations, foreign corporations,
partnerships, foreign partnerships, limited partnerships, foreign limited
partnerships or other domestic or foreign entities by meeting the requirements
of NMSA 1978 Section 53-19-61 and 53-19-62 and shall file articles of merger as
required by NMSA 1978 Section 53-19-62.1.
E. Dissolution. A domestic limited liability
company is dissolved when any of the events listed in NMSA 1978 Section
53-19-39 occur. On dissolution, persons
designated with authority in NMSA 1978 Section 53-19-42 shall file, and may
amend, articles of dissolution as required by NMSA 1978 Section 53-19-41. A person authorized in the articles of
dissolution may revoke the articles of dissolution by filing a revocation
statement in compliance with NMSA 1978 Section 53-19-41.
F. Administrative
revocation and reinstatement. The
commission may administratively revoke a domestic limited liability company by
issuing a certificate of revocation under the circumstances provided in NMSA
1978 Section 53-19-66.1. If the
commission administratively revokes a domestic limited liability company, it
shall notify the company of its right to reinstatement. A domestic limited liability company may
apply to the commission for reinstatement following the process, and within the
time period provided, in NMSA 1978 Section 53-19-66.2.
[12.3.4.11 NMAC - N, 7-15-05]
12.3.4.12 FOREIGN
LIMITED LIABILITY COMPANIES: A foreign limited liability company shall comply
with the applicable requirements of the Limited Liability Company Act, NMSA
1978 Section 53-19-1 through 53-19-74.
A. Filing
requirements. A foreign limited
liability company shall file all documents required by this section in
compliance with 12.3.1 NMAC, General Provisions, and pay applicable fees
required in NMSA 1978 Section 53-19-63.
B. Name. A
foreign limited liability company shall comply with name requirements in NMSA
1978 Section 53-19-50, and may use the procedures in 12.3.1.15 NMAC for
inquiring about, reserving, formally applying for, or reinstating a name.
C. Documents
required.
(1) Certificate of registration. Before transacting business in New Mexico, a
foreign limited liability company shall register with the commission as
required by NMSA 1978 Sections 53-19-48 and 53-19-49, and may amend its
certificate of registration pursuant to NMSA 1978 Section 53-19-51.
(2) Statement designating registered agent
and office. A foreign limited
liability company shall have and continuously maintain on file with the commission
a registered agent and office that meet the requirements in NMSA 1978 Sections
53-19-5.
D. Cancellation of registration. A foreign limited liability company may
cancel its registration by complying with the requirements of NMSA 1978 Section
53-19-52.
E. Merger
and conversion. A foreign limited
liability company may file with the commission a certified copy of merger or
conversion documents filed and approved in its state of organization and the
filing fee required in NMSA 1978 Section 53-19-63.
F. Administrative
revocation and reinstatement. The commission may administratively
revoke a foreign limited liability company by issuing a certificate of
revocation under the circumstances provided in NMSA 1978 Section
53-19-66.1. If the commission administratively
revokes a foreign limited liability company, it shall notify the company of its
right to reinstatement. A foreign
limited liability company may apply to the commission for reinstatement
following the process and within the time period provided in NMSA 1978 Section
53-19-66.2.
[12.3.4.12 NMAC - N, 7-15-05]
12.3.4.13 SANITARY
PROJECTS ACT ASSOCIATIONS: A Sanitary Projects Act association shall
comply with the requirements of the Sanitary Projects Act, NMSA 1978 Sections
3-29-1 through 3-29-20.
A. Filing requirements. A sanitary projects act association shall file all documents required by
this section in compliance with 12.3.1 NMAC, General Provisions.
B. Name. A
sanitary projects act association shall not use a name that is the same as, or
confusingly similar to, the name of another association or corporation in New
Mexico, and may use the procedures in 12.3.1.15 NMAC for inquiring about,
reserving, formally applying for, or reinstating a name.
C. Documents required.
(1) Certificate of association. A sanitary projects act association shall
file a certificate of association that meet the requirements of NMSA 1978
Sections 3-29-16 and 3-29-17 with a filing fee of twenty-five dollars ($25.00). A sanitary projects act association may file
amendments to its articles of incorporation as provided in NMSA 1978 Section
53-29-19 with a filing fee of twenty dollars ($20.00).
(2) Statement
designating registered agent and office.
A sanitary projects act association shall have and continuously maintain
on file with the commission a registered agent and office that meet the
requirements in NMSA 1978 Sections 3-29-17.1 and 3-29-17.2.
D. Dissolution. A sanitary projects act association may
voluntarily dissolve by complying with the requirements for amending its
certificate of association provided in Subsection C of this section.
[12.3.4.13 NMAC - N, 7-15-05]
12.3.4.14 SANITARY
PROJECTS ACT ASSOCIATION ANNUAL AND SUPPLEMENT REPORT: A sanitary projects act association shall
file, together with a filing fee
of ten dollars ($10.00), annual and
supplemental reports as required by NMSA 1978 Sections 3-29-17.4 and
3-29-17.5 on the following commission-prescribed form available as provided in
12.3.1 NMAC.
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RETURN TO: NM PUBLIC REGULATION COMMISSION CORPORATIONS BUREAU P.O. BOX 1269 SANTA FE NM 87504-1269 |
SANITARY
PROJECTS ACT ASSOCIATION ANNUAL
REPORT____ SUPPLEMENTAL
REPORT____ For taxable year
ending_____/____/_______ |
Please see instructions on back of page.
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1 |
State or country of incorporation |
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2 |
EXACT ASSOCIATION NAME AND U.S. MAILING ADDRESS |
Name |
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Address |
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City, State, Zip |
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3 |
REGISTERED AGENT AND OFFICE LOCATION WITHIN NEW MEXICO FOR SERVICE OF
PROCESS (Filing corporation cannot be its own agent) |
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Name |
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Street Address |
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City, Zip |
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4 |
BRIEF STATEMENT OF CHARACTER
OF AFFAIRS BEING CONDUCTED |
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5 |
DIRECTORS AND OFFICERS List the names and addresses
of ALL the directors and officers and identify every title each director
holds. The association’s board of
directors shall have 5 members. |
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Office/Title |
Name |
Address |
(optional) Additional Titles |
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Director |
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Director |
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President |
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Vice President |
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Secretary-Treasurer |
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Attach schedule of additional directors and
officers if needed |
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6 |
SIGNATURES Under penalties of perjury, we declare and
affirm that we have examined this report, including the accompanying
schedules and statements, and that all statements contained therein are true
and correct. |
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Date |
Printed Name |
Signature |
Title |
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7 |
PAYMENT OF FILING FEE AND LATE FILING PENALTY |
NMPRC USE ONLY |
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a |
Report filing fee |
$ 10.00 |
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b |
Late filing penalty ($10.00) IRS or PRC extension, if any,
must be submitted with this report |
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Amount Remitted |
Postmark Date |
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c |
TOTAL AMOUNT DUE with corporate report (lines a + b) |
$ |
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PLEASE DO NOT SUBMIT CASH FOR PAYMENT |
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INSTRUCTIONS
This report is required by, and must comply with the requirements of,
NMSA 1978 Sections 3-29-17.4 and 3-29-17.5 and 12.3.4.14 NMAC. At the top right of the form, indicate
whether the report is an annual report or a supplemental report. If an annual report, fill in the closing date
of the taxable year for the report.
1. Indicate
the state or country in which the Sanitary Projects Act association was formed
and filed its certificate of association.
For further instructions regarding New Mexico associations, consult NMSA
1978 Sections 3-29-15, 3-29-16, and 3-29-17.
2. Provide
the exact name of the association. If
available, attach a mailing label from the Public Regulation Commission.
3. Indicate
the address of the registered office of the association in New Mexico, and the
name of its registered agent at that address.
For additional information on the requirements for registered office and
agent, see NMSA 1978 Sections 3-29-17.1 and 3-29-17.2. If within a municipality, the address must be
a street address; if outside a municipality, you must include geographic
location, including well-known landmarks.
4. Provide
a brief statement of the character of the affairs that the association is
actually conducting. Attach additional
pages if necessary.
5. Indicate
the names and respective addresses of the directors and officers of the
association. You must indicate who is the
President, Vice President, and Secretary-Treasurer. If the association’s certificate of
association or by-laws confer additional titles on the officers, you may
provide these in the right column, but this is not required.
6. Any
two of the members of the association, or a receiver or trustee if the
association is in the hands of a receiver or trustee, must sign and swear to
the statements in the report.
7. An
annual report is due on or before the fifteenth day of the fifth month
following the end of the association’s taxable year; a supplemental report is
due within thirty (30) days of a change listed in NMSA 1978 Section
3-29-17.5. If not filed by this date,
you owe a late penalty of ten dollars ($10.00), unless the Commission granted
an extension pursuant to the terms of NMSA 1978 Section 3-29-17.5. If the report is late and the Commission did
not grant an extension, insert ten dollars ($10.00) into box 7b and total the
fees owed. Payment of fees must
accompany this report or the Commission will not accept it for filing. You may pay by check or money order made out
to the New Mexico Public Regulation Commission.
If the Commission granted an extension, you must attach at copy of the
extension to this report.
[12.3.4.14 NMAC - N, 7-15-05]
12.3.4.15 WATER
USERS ASSOCIATIONS: A water users association shall comply with
the requirements in NMSA 1978 Sections 73-5-1 through 73-5-9.
A. Filing requirements. A
water users association shall file all documents required by this
section in compliance with 12.3.1 NMAC, General Provisions.
B. Name. A
water users association shall comply with the name requirements of NMSA 1978
Section 73-5-2, and may use the procedures in 12.3.1.15 NMAC for inquiring
about, reserving, formally applying for, or reinstating a name.
C. Certificate of organization
required. A water users association shall file a certificate of organization that
meets the requirements of NMSA 1978 Section 73-5-2 in accordance with NMSA 1978
Section 73-5-3 with a filing fee of twenty-five dollars ($25.00). An association may file amendments to its
certificate of organization as provided in NMSA 1978 Section 73-5-5 with a
filing fee of twenty dollars ($20.00).
D. Dissolution. A water users association may voluntarily
dissolve by complying with the requirements for amending its certificate of
organization provided in Subsection C of this section.
[12.3.4.15 NMAC - N,
7-15-05]
12.3.4.16 WATERWORKS
CORPORATIONS: A waterworks corporation shall comply with the requirements of NMSA
1978 Sections 62-2-1 through 62-2-22.
A. Filing requirements. A waterworks corporation shall file all
documents required by this section in compliance with 12.3.1 NMAC, General
Provisions.
B. Required articles of incorporation. A
waterworks corporation shall file articles of incorporation that meet the
requirements of NMSA 1978 Sections 62-2-1, 62-2-2, and 62-2-3 with the fees
required in NMSA 1978 Section 53-2-1, which may be amended by filing in the
same manner as the original articles were filed.
C. Dissolution. A waterworks corporation shall comply with
the requirements for dissolution provided in NMSA 1978 Sections 62-2-13, and
may file the court order or decree of dissolution with the commission, for
which no filing fee is required.
[12.3.4.16 NMAC - N, 7-15-05]
HISTORY OF 12.3.4:
Pre-NMAC History. The material in this part was derived from
that previously filed with the State Records Center:
Docket No. 83-1-CORP, In the Matter of Rules and Regulations for the
Corporation and Franchise Tax Department, 2-22-83.
SCC-84-1-CF, Regulations of the Corporations and Franchise Tax
Department, 3-15-84.
SCC 84-3, In the Matter of the Amendment of Regulations of Corporations
and Franchise Tax Department, 11-8-84.
History of Repealed Material.
SCC-84-1-CF, Regulations of the Corporations and Franchise Tax
Department (filed 3-15-84), repealed 7-15-05.
SCC 84-3, In the Matter of the Amendment of Regulations of Corporations
and Franchise Tax Department (filed 11-8-84), repealed 7-15-05.
Other History.
Only those
applicable portions of SCC-84-1-CF, Regulations of the Corporations and
Franchise Tax Department (filed 3-15-84) and SCC 84-3, In the Matter of the
Amendment of Regulations of Corporations and Franchise Tax Department (filed
11-8-84) were replaced by 12.3.4 NMAC, Other Business Entities, effective
7-15-05.