The process of Legally Closing a Corporation in New Mexico is called Dissolution.  After a New Mexico Corporation has been Dissolved, it ceases to be Legally Active in the New Mexico Secretary of State's records and may no longer Legally conduct business in the state of New Mexico.

A New Mexico Corporation is created when the NM Secretary of State approves the Formation Documents - Articles of Incorporation.  A record of the New Mexico Corporation is added to the list of Corporations which have officially registered with the New Mexico Secretary of State.  Once a Corporation is registered with the New Mexico Secretary of State, that Corporation immediately has both reporting and tax obligations which incur penalties if the obligations are not met by the required deadlines.

If you've registered a New Mexico Corporation with the New Mexico Secretary of State and want to cease business activities you have to let the NM Secretary of State know that you intend to close your company.  Only after the NM Secretary of State has made sure that all of the obligations of the New Mexico Corporation have been fulfilled will the Secretary of State approve of the closure of the company.

When the New Mexico Secretary of State approves the closing of a NM Corporation, that New Mexico Corporation is said to be Dissolved.  The process of Dissolving a New Mexico Corporation is called New Mexico Corporation Dissolution.

Before the New Mexico Secretary of State will approve the Dissolution of a NM Corporation, the New Mexico Corporation must obtain a Certificate of No Tax Due from the New Mexico Department of Taxation and Revenue; a Certificate of Compliance from the NM Department of Labor and a Letter of Clearance from the New Mexico Secretary of State.

All debts, obligations and liabilities of the New Mexico Corporation must have been paid or discharged and the remaining assets of the NM Corporation must have been distributed prior to Dissolution of the NM Corporation by the New Mexico Secretary of State. Also, there can be no law suits pending against the New Mexico Corporation in order for the NM Secretary of State to approve Dissolution of the New Mexico Corporation.

As soon as a New Mexico Corporation is registered with the NM Secretary of State, that Corporation is responsible for recurring obligations of the New Mexico Secretary of State and the New Mexico Department of Taxation and Revenue.  If a New Mexico Corporation does not file its required reports or pay its tax obligations, then that NM Corporation could be responsible for penalties which compound as time goes by.

Unless you Dissolve (Legally Close) your New Mexico Corporation with the New Mexico Secretary of State that NM Corporation will be responsible for all recurring fees and penalties until the company has been legally closed.

New Mexico Corporation Dissolution is one part of a larger process commonly called the "Winding Up" process.

There are things you need to do before you can request approval of Corporation Dissolution from the New Mexico Secretary of State; and things that you have to do after the NM Secretary of State has approved Dissolution of the New Mexico Corporation. 

When a New Mexico Corporation is originally created, the Organizers may create Bylaws that define how the Corporation will be run.  The Bylaws may include pretty much anything that has to do with running the Corporation, including specific requirements which need to be followed before the Corporation may be Legally Closed.  Before you do anything else, you should review the Bylaws for anything that needs to be done before the Business is Legally Closed.

What you have to do both before and after the New Mexico Corporation is Dissolved largely depends on how much stock, if any, has been issued and how much and what kind of debts and liabilities that the New Mexico Corporation has.  If the New Mexico Corporation has not commenced business then the NM Corporation Dissolution process is easier.

1. Hold a Board of Directors meeting and record a resolution to Dissolve the New Mexico Corporation
   
   If a Board of Directors has been appointed for the New Mexico Corporation, then the Board is required to adopt a resolution to Dissolve the NM Corporation.  There should be a majority of Board Members who vote Yes to Legally Close the company.  A formal date on which the Corporation will be closed should be specified.  Minutes of the meeting should be recorded and retained in the business records.  If the Board of Directors has not been appointed then the Incorporator(s) have to apply for Dissolution of the New Mexico Corporation.
   
   We can transcribe and compile any minutes or approvals into a form that is legally recognized by the New Mexico Secretary of State.
   
   
2. Hold a Shareholder meeting to approve Dissolution of the New Mexico Corporation
   
   If a New Mexico Corporation has issued shares of stock then a meeting of the Shareholders (owners) must be held and recorded. A majority of Corporate Shareholders must approve the Dissolution plan.  The approval actions should be documented and kept in the business records.
   
   If no shares have been issued then the New Mexico Corporation Dissolution process is easier.
   
   
3. File a Statement of Intent to Dissolve with the NM Secretary of State
   
   The Statement of Intent to Dissolve must be filed with the New Mexico Secretary of State before initiating the final stages of the New Mexico Corporation Dissolution process.
   
   We can prepare your Statement of Intent to Dissolve and file it with the NM Secretary of State.
   
   
4. File all required Biennial Reports with the New Mexico Secretary of State
   
   The New Mexico Secretary of State will not approve the Dissolution of a NM Corporation until all required administrative reports have been filed.
   
   We can file any required Biennial Reports with the NM Secretary of State.
   
   
5. File all required tax returns with the New Mexico Department of Taxation and Revenue
   
   The New Mexico Secretary of State will not approve the Dissolution of any NM Corporation until that Corporation has fulfilled all its tax obligations with the New Mexico Department of Taxation and Revenue.
   
   
6. Clear up any business debts
   
   All creditors of a New Mexico Corporation should be given notice of the pending Corporation Dissolution. Each creditor should be given a mailing address to which they may submit claims as well as a deadline by which claims may be submitted.
   
   While the New Mexico Secretary of State does not legally require the publication of a Notice of Dissolution of a New Mexico Corporation, publication is a good way to notify anyone who might have a claim against the New Mexico Corporation.  Evidence of publication might prove useful down the line if someone makes a claim against the NM Corporation after the New Mexico Corporation has been dissolved.
   
   
7. Pay all taxes and administrative fees owed by the New Mexico Corporation
   
   The New Mexico Secretary of State will definitely not approve the Dissolution of a New Mexico Corporation until all outstanding taxes and applicable registration and administrative fees have been paid.

1. Distribute all remaining assets of the New Mexico Corporation
   
   If the New Mexico Corporation has any remaining assets, these may be divided according to the Shareholders' ownership interests in the NM Corporation. All distributions to Corporate Shareholders must be reported to the IRS.  Refer to the Corporation Bylaws for specific requirements, if any, for asset distribution.
   
   
2. Close all business bank accounts of the New Mexico Corporation
   
   If there are any business accounts that have been opened for the New Mexico Corporation then those accounts must be closed.  If any Corporate business accounts are left open there may be liability and obligations of the Dissolved New Mexico Corporation which could lead to legal problems.
   
   
3. Cancel all local business licenses and permits of the NM Corporation
   
   If the New Mexico Corporation has obtained any state, regional, county or city business licenses or permits, there may be cancellation requirements associated with those licenses or permits.  Each of those must be cancelled to avoid any reporting or fiscal obligations the New Mexico Corporation may have.  This includes business registration licenses as well as reseller permits.
   
   
4. File IRS Form 966
   
   A Dissolved New Mexico Corporations may be required to file IRS Form 966 with the US Internal Revenue Service.  This filing is required within 30 days after the final Dissolution plan is approved.  Filing IRS Form 966 lets the Federal Government know that the New Mexico Corporation has been legally Dissolved so that it may take the appropriate actions.
   
   
   We can prepare IRS Form 966 for you to file.
   
   
5. Cancel the IRS account associated with the NM Corporation's Federal Tax ID (EIN)
   
   A Federal Tax ID, or Federal Employer Identification Number (EIN), is like a Social Security Number for the New Mexico Corporation.  Once the IRS links an EIN to a New Mexico Corporation, that EIN stays with the New Mexico Corporation even after the Company has been Dissolved by the New Mexico Secretary of State.
   
   When the IRS processes the final tax return for the New Mexico Corporation, they automatically make the EIN inactive.  However, the account associated with the EIN is not automatically closed.  Closing the account associated with the EIN lessens the likelihood of any problems with the EIN account, or with the IRS, in the future.
   
   If you should decide to revive the New Mexico Corporation down the line the IRS will reactivate the old EIN for your new Business.
   
   Before a New Mexico Corporation can close an EIN account, it must be in Good Standing with the IRS.  The New Mexico Corporation must have filed all required tax returns and paid any applicable fees and penalties due to the IRS.  The New Mexico Corporation cannot close its EIN account until the IRS has received payment for any tax amounts the Company may owe.
   
   
   We can prepare the formal documents which you can sign and submit to the IRS in order to close the account associated with your EIN.
   
   
6. Keep Records of all Pertinent Business Documents
   
   In order to avoid problems down the line, you should keep copies of all tax filings, contracts and employment records on file as well as Certified Copies of all company documents filed with the Secretary of State.  This includes your Formation Documents - your original Articles of Incorporation and any Amendments - and all Dissolution douments.

You notify the IRS that your New Mexico Corporation has been Closed on the final tax return that is filed for your Business. 

If you have employees and file taxes quarterly with IRS Form 941, Employers Quarterly Tax Return, check the appropriate box on that form to let the IRS know that your Corporation has Closed.  If you file yearly taxes do the same on IRS Form 944, Employers Yearly Tax Return. You should also attach a statement to the return showing the name of the person keeping the payroll records and the address where those records will be retained.

When you opened your New Mexico Corporation you most likely were assigned a Federal Employer Identification Number (EIN).  Once the IRS links an EIN to a Corporation, that EIN stays with the Corporation even after the Company has been Dissolved.  If you don't plan to reopen your New Mexico Corporation after it has been Closed, you should cancel the EIN account that has been assigned to your Company.

The time it takes to Dissolve a New Mexico Corporation varies depending on how long it takes to complete the actions that are required in each specific case - holding meetings, closing accounts, distributing assets, etc.

The New Mexico Secretary of State requires a Tax Clearance Certificate from the NM Department of Taxation and Revenue before it will approve the Dissolution of a New Mexico Corporation.

The time it takes the NM Department of Taxation and Revenue to process a request for a Tax Clearance Certificate depends on the tax status of the New Mexico Corporation. In some cases it could take 5-6 weeks to get a Tax Clearance Certificate from the New Mexico Department of Taxation and Revenue.

Once the initial actions are completed, the New Mexico Secretary of State usually takes around 10-15 business days to process the Articles of Dissolution.

Processing times for New Mexico Corporation Dissolution filings vary depending on the work load of the Secretary of State's staff.  We've found that normal processing of New Mexico Dissolution filings takes the state around 10-15 business days.
We are dependent on, and have no control over, the staff and systems of the New Mexico Secretary of State or New Mexico Department of Taxation and Revenue. In our experience 10-15 business days is the time it usually takes the New Mexico Secretary of State to process a New Mexico Dissolution filing. We get your New Mexico Corporation Dissolution filing to the NM Secretary of State as soon as possible after we receive your order. Once it is at the state we have no control over the New Mexico Dissolution approval process.

The total cost to Dissolve a New Mexico Corporation varies depending on exactly what is required for each specific NM Dissolution.  We charge $249 plus any state fees for our New Mexico Corporation Dissolution services.

We also offer these New Mexico Corporation Dissolution services separately.

If there are Foreign Corporations in states other than New Mexico that are tied to the Domestic New Mexico Corporation then each of those Foreign Corporations must be Dissolved before the New Mexico Corporation can be legally Dissolved.

A New Mexico Corporation company name becomes available for anyone to use when the New Mexico Corporation is Dissolved by the NM Secretary of State. There are no Corporation company name protections in New Mexico once a New Mexico Corporation has been Dissolved by the New Mexico Secretary of State.