Q: We want to register our corporation from outside the USA in New Mexico, is that possible?
Thank you to an international customer for that great question! In New Mexico, any business originating outside of the state is considered a foreign business, whether based outside the United States or in another US state. In order to do business in New Mexico, a foreign business is required to first register with the New Mexico Secretary of State.
There are several steps required for foreign registration, and you may need Apostille certification from your home country. Here’s what you’ll need to do as a company based outside the US before legally conducting business in New Mexico:
1. Hire a New Mexico Registered Agent
According NM Stat § 53-11-11, every New Mexico corporation must appoint a New Mexico registered agent, even corporations from outside the country. A New Mexico registered agent will accept legal notices on behalf of your business and ensure they are delivered to you in a timely fashion. As a bonus, professional registered agents also allow you to list their physical address on your legal documentation wherever possible, helping you maintain your privacy.
2. Get a Certificate of Good Standing
A Certificate of Good Standing—otherwise referred to as Certificate of Existence or Certificate of Fact —is a document from a company’s home jurisdiction that shows it has paid all necessary taxes and fees, and is in all respects fit to do business. For an international business, you would need an equivalent document from your country.
How recently should my Certificate of Good Standing have been issued?
New Mexico requires you to submit a Certificate of Good Standing that has been obtained within 30 days of your application for foreign registration.
Do the documents from my home country need to be translated into English?
Yes. If the documents from your home country are in a language other than English, you must provide a certified English translation along with the original.
3. Get an Apostille
An Apostille certificate authenticates international business documents, like your Certificate of Good Standing from your home country. Member nations of the 1961 Hague Convention can obtain apostille certification, but other countries may have more difficulty when trying to expand to the United States.
How do I get an Apostille?
In general, apostille certifications are issued by government agencies, either at the national or local level. You should contact authorities in your home country to find out how to obtain the document.
What’s the Hague Convention?
As it pertains to the business world, The Hague Convention of 1961 is an international treaty that standardized the process of authenticating international government documents. It’s why we have, and use, an Apostille Certification process.
4. Submit a New Mexico Certificate of Authority
You must submit a Foreign Profit Corporation Application for Certificate of Authority to the New Mexico Secretary of State to officially register to do business in New Mexico. The cost of the application will vary based on the declared value of your corporation’s property, from a minimum of $200 to a maximum of $1000.
5. Mail your authenticated documents
Once you have obtained your Certificate of Good Standing and Apostille and have filled out your Foreign Profit Corporation Application for Certificate of Authority, you must submit all three documents to the New Mexico Secretary of State’s office. You must submit the registration by mail, as New Mexico does not allow foreign corporations to register online:
New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501