Qualification to Do Business in State

Foreign Corporations

No foreign corporation shall transact business in New Mexico until it procures a certificate of authority to do so; however, certain activities are deemed to not qualify as tranacting business. NMSA §53-17-1

While transacting business without registering does not impair the validity of a foreign corporation's contracts, an unqualified entity is prohibited from initiating any court action in New Mexico, and is subject to the payment of past-due filing fees, interest and penalties should it decide to qualify to do business in the state. NMSA §53-17-20

Foreign Limited Liability Companies

Foreign Limited Liability Companies also require registration with the Secretary of State prior to transacting business, and certain acitivies are deemd to not qualify as transacting business. NMSA §53-19-48; NMSA §53-19-54

Foreign Business Trust

A foreign business trust may not transact business in the state without first obtaining a certificate of authority from the Public Regulations Commission, and certain activies are deemed to not qualify as transacting business. NMSA §53-20-3

Foreign Partnerships

There is no provision for registration of foreign partnerships, except for foreign limited liability partnerships, which can engage in a list of activities that do not constitute transacting business in New Mexico that is similar to, but even longer than, the list for foreign corporations. NMSA §54-1A-1104.

Mortgage Loan Companies

Certain mortgage loan companies and loan brokers must register with the Director of the Financial Institutions Division of the Regulation and Licensing Department. NMSA §58-21-3.

Exempt from this requirement are banks, trust companies, savings and loan associations, credit unions, insurance companies, certain real estate investment trusts, and certain other persons. NMSA §58-21-6.

As a general rule, out-of-state commercial lenders and equipment lessors are not required to obtain licenses in order to engage in commercial lending and leasing activities in New Mexico. There are, however, certain exceptions and certain regulatory statutes of which out-of-state entities should be aware, including the following:

Motor Vehicle Sales Finance Companies Each person purchasing motor vehicle retail installment sales contracts from retail sellers in the state must obtain a license from the director of the Financial Institutions Division of the Regulation and Licensing Department. National banks authorized to do business in the state are exempt from the licensing requirement, but must comply with the other provisions of the Motor Vehicle Sales Finance Act. NMSA §58-19-3."

Often, depending on the activities being conducted in the state, foreign entities need not qualify to do business in New Mexico.