SENATE BILL 225

53rd legislature - STATE OF NEW MEXICO - second session, 2018

INTRODUCED BY

Clemente Sanchez

 

 

 

 

 

AN ACT

RELATING TO CORPORATIONS; CHANGING THE BIENNIAL REPORT DUE DATE FOR CERTAIN CORPORATIONS.

 

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF NEW MEXICO:

     SECTION 1. Section 53-5-2 NMSA 1978 (being Laws 1978, Chapter 9, Section 1, as amended) is amended to read:

     "53-5-2. CORPORATE AND SUPPLEMENTAL REPORTS.--

          A. Pursuant to rules that the [public regulation commission] secretary of state adopts to implement this section, a domestic or foreign corporation that is not exempted shall file in the office of the [commission] secretary of state within thirty days after the date on which its certificate of incorporation or its certificate of authority, as the case may be, is issued by the [commission] secretary of state, and biennially thereafter on or before the fifteenth day of the [third] fourth month following the end of its taxable year, a corporate report in the form prescribed and furnished to the corporation not less than thirty days prior to such reporting date, by the [commission] secretary of state, and signed and sworn to by the [chairman] chair of the board, president, vice president, secretary, principal accounting officer or authorized agent of the corporation, showing among other information prescribed by the [commission] secretary of state:

                (1) the current status of:

                     (a) the name of the corporation;

                     (b) the mailing address and: 1) street address if within a municipality; or 2) rural route number and box number or the geographical location, using well-known landmarks, if outside a municipality, of the corporation's registered office in this state and the name of the agent upon whom process against the corporation may be served;

                     (c) the names and addresses of all the directors and officers of the corporation and when the term of office of each expires;

                     (d) the address of the corporation's principal place of business within the state and, if a foreign corporation, the address of its registered office in the state or country under the laws of which it is incorporated and the principal office of the corporation, if different from the registered office; and

                     (e) the date for the next annual meeting of the shareholders for the election of directors; and

                (2) the corporation's taxpayer identification number issued by the revenue processing division of the taxation and revenue department.

          B. When the [public regulation commission] secretary of state receives a report required to be filed by a corporation under the Corporate Reports Act, [it] the secretary of state shall determine if the report conforms to the requirements of this section. If the [commission] secretary of state finds that the report conforms, it shall be filed. If the [commission] secretary of state finds that the report does not conform, [it] the secretary of state shall promptly return the report to the corporation for any necessary corrections, in which event the penalties prescribed in the Corporate Reports Act for failure to file the report in the time provided shall not apply if the report is corrected and returned to the [commission] secretary of state within thirty days from the date on which it was mailed to the corporation by the [commission] secretary of state.

          C. The [public regulation commission] secretary of state may refuse to file a corporate report or a supplemental report received from a corporation that has not paid all fees, including penalties and interest due and payable, to the [commission] secretary of state at the time of filing. However, if the corporation and the [commission] secretary of state are engaged in any adversary proceeding over the assessment of any fees, the [commission] secretary of state shall file the report of the corporation upon its submission to the [commission] secretary of state.

          D. A supplemental report shall be filed with the [public regulation commission] secretary of state within thirty days if, after the filing of the corporate report required under the Corporate Reports Act, a change is made in:

                (1) the mailing address, street address, rural route number and box number or the geographical location of its registered office in this state and the name of the agent upon whom process against the corporation may be served;

                (2) the name or address of any of the directors or officers of the corporation or the date when the term of office of each expires; or

                (3) its principal place of business within or without the state."

     SECTION 2. EFFECTIVE DATE.--The effective date of the provisions of this act is July 1, 2018.

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