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New Mexico datory, if applicable) Articles of Dissolution (mandatory, if applicable) Any other required state forms orporation (mandatory) Amendments to Articles of Incorporation (mandatory, if applicable) Annual Corporate Reports (mandatory) Change of Address of Registered Agent (mandatory) Articles of Merger (mane accounting ledgers Prepare corporate record book (looseleaf binder) Document Filing Checklist - New Mexico ? ? ? ? ? ? ? ? Application for Reservation of Corporate Name (if desired) Articles of IncCheck state tax, employment, licensing, unemployment, and workers compensation requirements Check insurance requirements Procure corporate seal (if desired) Prepare stock certificates Prepare corporat annual fees and filing requirements Prepare Articles of Incorporation If desired, have attorney review Articles of Incorporation prior to filing Review tax impact of incorporation with an accountant ____________ Pre-Incorporation Worksheet 4 Pre-Incorporation Checklist - New Mexico ? ? ? ? ? ? ? ? ? ? ? ? Write state corporation office for information Complete Pre-Incorporation Worksheet Check__________________ ___________________________ ___________________________ ___________________________ ___________________________ Amount ______________ ______________ ______________ ______________ __stock: Name ________________________________ ________________________________ ________________________________ ________________________________ ________________________________ Cash/Property __________ Initial authorized number of shares: ________________________________________________ Par value or no-par value: ________________________________________________________ Proposed sales of shares of n Worksheet 3 Corporate Stock Initial total investment: $ _________________________________________________________ Initial indebtedness: $ __________________________________________________________either Required quorum for directors meetings: ____________________________________________ Required vote for directors actions (majority/%/unanimous?): ____________________________ Pre-Incorporatioctors meeting: Place ______________________________________ Date ____________________ Time _____________ ______ directors ______ directors ______ shareholders ______ shareholders ______ either ______ ______________ Accounting type (cash or accrual?): ________________________________________________ Authority to amend the following corporate documents: Articles of Incorporation: Bylaws: Annual dire____________________ Time _______________ Required vote for shareholders actions (majority/%/unanimous?): _________________________ Fiscal year: ______________________________________________________________________ Corporate Bylaws Required quorum for shareholders meeting: __________________________________________ Annual shareholders meeting: Place ___________________________________ Date ___________________ ____________________________________ ____________________________________ ____________________________________ Is qualification in other states necessary?_____________________________st officers: President: Vice President: Secretary: Treasurer: Name _________________________ _________________________ _________________________ _________________________ Address _____________________ation Worksheet 2 Corporation's registered agent and office address: _____________________________________ ______________________________________________________________________________ Proposed fir__________ ___________________________________________ ___________________________________________ ___________________________________________ ___________________________________________ Pre-Incorpor_____________________ ______________________________ ______________________________ ______________________________ Address ___________________________________________ _________________________________ement Proposed number of directors: _____________________________________________________ Proposed first board of directors Name ______________________________ ______________________________ _______________________ Proposed bank for corporate bank account: ___________________________________________ Cost of incorporation: ___________________________________________________________ Corporate Manag_____________________________________ ___________________________________________ ___________________________________________ Proposed date of first directors meeting: __________________________________________________________ Names and addresses of those who will act as incorporators: Name ______________________________ ______________________________ ______________________________ Address ______rporation Matters State of incorporation: New Mexico Corporate existence (limited or perpetual?): __________________________________________ Proposed date to begin corporate business: ________________________________________ State/local licenses required: ______________________________________________________ Patents/copyrights/trademarks: ____________________________________________________ Inco____________ ______________________________________________________________________________ Pre-Incorporation Worksheet 1 Type of Business Purpose of corporation: __________________________________ (own or lease?): _______________________________ ______________________________________________________________________________ Other places of business: _____________________________________________tion of principal place of business: ___________________________________________ ______________________________________________________________________________ Ownership of principal place of business____ Location of Business Address of principal place of business: ______________________________________________ ______________________________________________________________________________ Descrip_________________ ________________________ Phone _________________________ _________________________ _________________________ _________________________ _________________________ ___________________________ _________________________ _________________________ _________________________ Address ________________________ ________________________ ________________________ ________________________ _____________________________________________________________________________________ Parties Involved in Forming the Corporation Name _________________________ _________________________ ___________________ Proposed Name of the Corporation First choice: ___________________________________________________________________ Alternate choices: _______________________________________________________________ rporation Worksheet - New Mexico Name/Address of State Corporation Department: Public Regulation Commission Corporations Bureau Chartered Documents Division PO Box 1269 Santa Fe, New Mexico 87504-1269ential sales of shares of stock which may be approved by the board of directors once the corporation is officially authorized to issue stock. Instructions for Pre-Incorporation Worksheet 4 Pre-Incoue stock may affect the issuance of dividends and should be referred to the corporate accountant. Proposed sales of shares of stock: Here should be listed the names, cash or property, and value of pote of the shares of stock. Shares must be sold for a price at or below par value. If no-par value is assigned, the shares are issued for the actual price paid per share. The choice of par or no-par valabove). Par value or no-par value: This refers to an arbitrary indication as to the value of the stock. The designation of stock as having a certain "par" value is not an indication of the actual valumay be influenced by the incorporation fee structure of the state of incorporation. For example, in New Mexico, the filing fee is variable, based on the amount of stock issued by the corporation (See uthorized number of shares: This figure is required to be listed in the Articles of Incorporation. The number of shares of stock to be authorized should be listed. For small corporations, this number referred to as "paid-in capital." In New Mexico, there is no paid-in capital minimum. Initial indebtedness: If there is to b any initial indebtedness for the corporation, please list e here. Initial ao the corporation upon its beginning business. This transfer will be in exchange Instructions for Pre-Incorporation Worksheet 3 for the issuance of shares of stock in the corporation. This is also ty" (over 50 percent), although this figure can be set higher and can be made to be unanimous. Total initial investment: This figure is the total amount of money or property that will be transferred tf directors is present at a meeting, this is the percentage of directors who must vote in the affirmative in order to officially pass any board of directors business. This is normally set at a "majoriansact any directors business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher. Required vote for directors action: Once it is determined that a quorum ooard of directors meeting should be specified. Required quorum for directors meeting: This is the percentage of directors that must be present at a board of directors meeting in order to officially trments to Bylaws: The determination of which bodies of the corporation will have the authority to amend the bylaws should be decided. Annual directors meeting: The date, time, and place of the annual bfessional. Amendments to Articles of Incorporation: Under this item should be the determination of which bodies of the corporation will have the authority to amend the Articles of Incorporation. Amend year and accounting type: For accounting purposes, the fiscal year and accounting type (cash or accrual) of the corporation should be chosen in advance. Please consult with a competent accounting proaffirmative in order to officially pass any shareholder business. This is normally set at a "majority" (over 50 percent), although this figure can be set higher and can be made to be unanimous. Fiscalshareholder action: Once it is determined that a quorum of shareholders is present at a meeting, this is the percentage of ownership of shares of issued stock in the corporation that must vote in the "majority" (over 50 percent), although this figure can be set higher. Annual shareholders meeting: The date, time, and place of the annual shareholders meeting should be specified. Required vote for centage of ownership of shares of issued stock in the corporation that must be represented at a shareholders meeting in order to officially transact any shareholder business. This is normally set at aration. If you desire that your corporation qualify for activities in another state, you are advised to consult a competent business attorney. Required quorum for shareholders meeting: This is the perhat state. This generally requires obtaining a Certificate of Authority to Transact Business from the other state. In this context, a corporation from another state is referred to as a "foreign" corporksheet 2 Out-of-state qualification: If the corporation desires to actively conduct business in a state other that the main state of incorporation, it is necessary to "qualify" the corporation in tt provided in the Articles of Incorporation and need not be made public. You should list here the persons who are proposed as the first officers of the business. Instructions for Pre-Incorporation Wod not be a lawyer. Normally, the main owner, chairperson of the board of directors, or president of the corporation is selected as the registered agent. Proposed first officers: This information is noor the service of process (i.e., to accept subpoenas or summonses on behalf of the corporation). The person need not be a shareholder, director, or officer of the corporation. The registered agent nee actual street address of the person who will act as the registered agent of the corporation. All states (except New York) require that a specific person be available as the agent of the corporation fosed first board of directors: You should list the names and addresses of the proposed members of the first board of directors. Corporation's registered agent and address: You should list the name ande necessary supplies; and any other direct costs of the incorporation process. Proposed number of directors: Directors may be nonresidents. In New Mexico, the minimum number of directors is one. Propns/corpsforms.htm for further information regarding variable fee schedules). This cost should also reflect the cost of obtaining professional assistance (legal or accounting); the cost of procuring thnimum of $100, and an initial corporate report filing fee of $20 (Note that the initial corporate report filing fee must be filed within 20 days). (Please visit http://www.nmprc.state.nm.us/corporatiothe board of directors at the first directors meeting. Cost of incorporation: The state fees for incorporation are a variable filing fee based on the amount of stock issued by the corporation, of a miorporate bank account: In advance of incorporation, you should determine the bank which will handle the corporate accounts. Obtain from the bank the necessary bank resolution, which will be signed by . Date of first directors meeting: This will be the date proposed for holding the first meeting of the board of directors, at which the corporate bylaws will be officially adopted. Proposed bank for c This should be the person (or persons) who will prepare and file the Articles of Incorporation. In New Mexico, the minimum number of incorporators is one. Incorporators may be persons or corporationsrmally accepts the Articles of Incorporation), the incorporators of your corporation will continue to be legally liable for any business conducted on behalf of the proposed corporation. Incorporators:uld choose perpetual. Proposed date to begin corporate business: This should be the date on which you expect the corporation to begin its legal existence. Until this date (actually, until the state foated in your home state. Instructions for Pre-Incorporation Worksheet 1 Corporate existence: The choices here are perpetual (forever) or limited to a certain length. In virtually all cases, you shoporate business. This is no longer the case. Virtually all states have now enacted corporate laws very similar to those in Delaware. In the vast majority of situations, it is preferable to be incorporelaware was regarded as the best state in which to incorporate. This was due to the fact that Delaware was the first state to modernize its corporation laws to reflect the realities of present-day cor into the corporation, they should be noted here. State of incorporation: In general, the corporation should be incorporated in the state in which it will conduct business. In the past, the state of Docal attorney for details regarding the types of licenses required for your locality and business type. Patents/copyrights/trademarks: If patents, copyrights, or trademarks will need to be transferredained by all corporations. Additionally, certain types of businesses will require health department approvals, state board licensing, or other forms of licenses. If necessary, check with a competent lny specific requirements for licenses to operate your type of business. Most states require obtaining a tax ID number and a retail, wholesale, or sales tax license. A federal tax ID number must be obtour business fliexibility without the necessity of later amending the Articles of Incorporation to reflect a change in direction of your business. State/local licenses required: Here you should note ae of corporation: In New Mexico, a corporation must have a specific primary purpose stated in the Articles of Incorporation. In stating a specific purpose, you should try to be broad enough to allow yiness: This must be the address of the actual physical location of the main business. It may not be a post office box. If the corporation is home-based, this address should be the home address. Purpospreceding. Parties involved: This listing should provide the names, addresses, and phone numbers of all of the people who are involved in the planning stages of the corporation. Principal place of busame. In New Mexico, a corporate name is reservable for 120 days for a $20 fee. The corporate name must include the word Corporation, Incorporated, Company or Limited, or an abbreviation of one of the e name must not conflict with any existing company names, nor must it be deceptively similar to other names. It is often wise to clearly explain the business of the corporation through the choice of nwnload state forms and fee schedules at http://www.nmprc.state.nm.us/corporations/corpsforms.htm. Corporate name: The selection of a corporate name is often crucial to the success of a corporation. The State of New Mexico, a state laws s and fees charged for incorporation are subject to change. Having the latest available information will save you time and trouble. Please note that you can also doon department: The address is listed on the Worksheet. You should write to this department immediately, requesting all available information on incorporation of a for-profit business corporation in thising in any way out of the use of these materials. An attorney should be consulted for all serious legal matters. Instructions for Pre-Incorporation Worksheet - New Mexico Address of state corporati services; loss of use, data, or profits; or business interruption) however caused and on any theory of liability, whether in contract, strict liability, or tort (including negligence or otherwise) ar publishers of the forms, be responsible or liable for any direct, indirect, incidental, special, exemplary, or consequential damages (including, but not limited to, procurement of substitute goods orany of the materials for your particular needs. The materials are used at your own risk. In no event will: i) FindLegalForms, Inc, its agents, partners, or affiliates, or ii) the providers, authors or "Disclaimers and Terms of Use" found at findlegalforms.com. These materials are provided "AS-IS." We do not give any express or implied warranties of merchantability, suitability or completeness for e.nm.us/. Disclaimer No Attorney-Client relationship is created by use of these materials. FindLegalForms, Inc. does not provide legal advice. The purchase and use of these materials is subject to the: Please note that the state specific information provided in this packet may change. To ensure its accuracy, please contact your state's Secretary of State or visit their website at http://legis.statired. Included in this packet are the following: · · · · Instructions for completing Pre-Incorporation Worksheet Pre-Incorporation Worksheet Pre-Incorporation Checklist Document Filing Checklist Note will also provide all persons involved with a clear and permanent record of the information. This may provide the principals of the corporation with vital support for later decisions that may be requ number of directors, and other management decisions often will enable potential associates to resolve many of the difficult problems of corporate management in advance. The use of a written worksheet to form the corporation. Often, conflicts and demands are not known until the actual process of determining the corporate structure begins. Frank discussions regarding the questions of voting rights,c data to use in preparing the necessary incorporation paperwork. The process of preparing this worksheet will also help uncover any potential differences of opinion among the persons who are desiringrpose, structure and type prior to incorporation within the State of New Mexico. Using the included worksheet and checklists, potential business owners will be able to have before them all of the basiInformation Pre-Incorporation Kit ­ New Mexico Provided under agreement with copyright holder, © Nova Publishing Company 2004 This kit provides tools for determining the details of a corporation's pu New Mexico