Fill and Sign the Application for Amended Certificate of Authority Foreign Form

REQUIREMENTS AND INSTRUCTIONS TO QUAL IFY A FOREIGN PROFIT CORPORATION (53-17-5 TO 53-17-6 NMSA 1978) FILING FEE S: $200 (minimum) and up to $1000 (maximum) The filing fee is det ermined by the n umber of aut horized shares of the corporation and the estimated dollar amounts provided in item #10 of the applic ation, calculated as follows: the total of ite m 10(a) + 10(c) is divided by th e total of item 10(b) + 10(d) , multiplie d by the total number of shares in it em 8, divided by 1,000, multiplie d b y $1; final dolla r amount is the filing fee, but in no case will the fee be less than $200 nor more than $1000) . Payment of fe es must be made by check or mo ney order, made payable to the New Mexico Secretary of State . APPLICATION FOR CERTIFICATE OF AUTHORITY: The applying corporation shall file with the Secretary of State: 1) The signed original of the Application for Certificate of Authority 2) The Statement of Acceptance of Designated Initial Registered Agent, signed by the registered agent 3) A certificate of good standing / existence, issued by the appropriate official custodian of corporate records for the state or country where the corporation originally incorporated,certificate must be current within thirty days 4) The filing fee EXECUTION OF DOCUMENTS: The Application for Certificate of Authority shall be executed (signed) by an authorized officer of the applying corporation. The statement of acceptance of appointment of the registered agent shall be executed by the person designated in the application as registered agent, if the agent is an individual, or, if the designated registered agent is a corporation, by an authorized officer of that corporation. NOTE: Please refer to Sections 53-17-1 to 53-17-21 and 53-5-1 to 53-5-9 of the New Mexico Business Corporation Act for the statutes governing a foreign corporation in New Mexico. The Business Services Division can only act in an administrative capacity. We cannot offer you legal advice or opinion on your particular filing. We recommend that you consult with your own attorney and accountant during the process of qualification as a foreign corporation. INCLUDED IN THIS PACKET ARE INSTRUCTIONS FOR COMPLETING OUR FORMS. PLEASE FOLLOW THESE INSTRUCTIONS CAREFULLY. New Mexico Secretary of State Business Service s Division 325 Don Gaspar, Suite 300 · S anta Fe, N M 87501 (800) 477-3632 · www.sos.state.nm.us Page 1 of 4 Instructions For Comp leting Form FPR (Ap plication for Certificate of Autho rity) Item 1: (Part One) Enter the complete corporate name, exactly as it appears on the certificate of good standing from the domestic state. A “dba” name or “aka” name cannot be included. If the true corporate name is not available in New Mexico, a resolution by the board of directors adopting a fictitious name for use in transacting business in New Mexico must be submitted with the application. The resolution must be signed by an authorized officer and must identify the New Mexico state agency that turned down the true corporate name. (Part Two) Enter the state or country where the corporation originally filed to become incorporated. Item 2: The New Mexico Business Corporation Act requires the word “corporation”, “company”, “incorporated”, or “limited”, or an abbreviation of one of these words, to be included as part of the corporate name. If the foreign corporate name does not contain one of these words or abbreviations, enter the complete corporate name as it appears in Item 1 with the addition of one of these required words or abbreviations as the name elected for use in New Mexico. Item 3: (Part One) Enter the date (month, day, and year) the corporation filed its Articles of Incorporation in its domestic state. This date must concur with the date as stated on the certificate of good standing, if that information is provided on the certificate. (Part Two) Enter the period of duration (how long the corporation will be in existence in its domestic state). This may be stated as perpetual, or a specific date or number of years. Item 4: (Part One) Enter the address of the corporation’s registered office in its domestic state. This is the address designated for service of process in the domestic state. (Part Two) Enter the street AND mailing address of the corporation’s principal office (corporate business office), which may be located anywhere. If the principal office address is the same as the registered office address, part two may be left blank. Item 5: (Part One) Enter the name of the registered agent who will accept service of process at the registered office address. (Part Two) Enter the address (street, city, and state) of the New Mexico registered office. This is the address designated for service of process in New Mexico. This must be a street address, or geographical description of the physical location if outside a municipality where a street address does not exist; a post office box is not acceptable. A registered agent must be either an individual resident of New Mexico, or a domestic corporation having a place of business in New Mexico, or a foreign corporation authorized to transact business in New Mexico and having a place of business in New Mexico. Filing corporation cannot be its own registered agent. Item 6: Enter the specific type of business the corporation will be transacting in New Mexico. Page 2 of 4 Item 7: Enter the names and titles of the officers and directors of the corporation, and their respective addresses, which may be business or personal addresses. At least one officer and one director must be listed. Item 8: Enter the total number of shares the corporation is authorized to issue by its domestic state as set forth in its Articles of Incorporation. If the corporation has shares designated by class and series, itemize those shares accordingly. Item 9: Enter the total number of shares that have been issued by the corporation, itemized by class and series, if any. If no shares have been issued, enter “zero” or “none”. Item 10: Enter the applicable dollar amount or “zero” or “none” for each section (a) through (d). All sections must be completed; “N/A” or blank is not acceptable. For purposes of sections (c) and (d), “property” is defined as all property, whether tangible or intangible. Date and Execution: Enter the date the application was executed (signed). Enter the name of the applying corporation on the line provided. The application must be signed by an authorized officer of the corporation. Page 3 of 4 Instructions For Completing Form FPR-STMNT (Statement For Registered Agent) Individual as RA-Box 1 If the registered agent is an individual resident of New Mexico, enter the person's name on line 1, the corporation's name on line 2 and the registered agent's signature on line 3. Corporation as RA-Box 2 If the registered agent is a registered corporation in New Mexico, enter the name and title of the person authorized to sign for the corporation on line 1, the name of the corporation acting as registered agent on line 2, the profit's name on line 3, and the signature of the authorized person on line 4. Do not fill out both boxes, only the one that's applicable. Page 4 of 4 SUBMIT AN ORIGINAL TYPE OR PRINT LEGIBLY SEE INSTRUCTIO NS FOR FILING FEE FOREIGN PROFIT CORPORATION A PPLICATION FOR CERTIFICATE OF AUTHORITY New Mexico S ecretary of State Business Services Division 325 Don Gaspar, Suite 300 · S anta Fe, NM 87501 (800) 477-3632 · www.sos.state.nm.us The undersigned corporation, i n order to apply for a Certificate of Authority to transact business in N ew Mexico under the Business Corporation Act , submits the following statement to the Secretary of S tate : 1. The nam e of th e c orporation is (Must be id entica l to the name on the Good Standing Certificate) : ____________________________________________________________________________________ It is in corporated unde r the law s o f: ______________________________________________________ 2. If t he corporate name does not contain the word “corporation,” company,” “incorporated” or “limi ted,” o r an abbreviation of one of the above endings, state the corporate name as above and include the word e nding it elects to u se in N ew Mexico: ____________________________________________________________________________________ 3. Th e date of incorporation in its d omestic state is: __________________________________________ The period of d uration is: _______________________________________________________________ 4. Th e address of the corporation’s registered office in its d omestic state is: ____________________________________________________________________________________ The stree t AND mailing address of the principal office, if different from above, are : ____________________________________________________________________________________ ____________________________________________________________________________________ Form-FPR (revised 10/18) Page 1 of 4 5.Th e name of the registered agent is (The RA must be an individual resident or a registered entity in NM) : ____________________________________________________________________________________ Th e Ne w Mexico street address if th e initial registered agent is (Must be a phy sical address) : ____________________________________________________________________________________ 6. The purpose that the corporation proposes to p ursue in conducting its affair s in New Mexico is (S tate at least one s pecific purpose. Attach an a dditional page if n eeded) : 7. The names and ad dresses of the officers and d irectors are ( Indicate the applicable title of each officer. Minimum of 1 officer and 1 d irector ): ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ ____________________________________________________________________________________ 8. The aggregate number of shares which the corporation has the au thority to is sue, itemized by c lass and series, if an y, w ithin each class is (Attach an additional page if needed) : 9 .Th e aggregate number of s hares that have been issued, itemized by class and series, if an y, w ithin each class is (Attach an additional page if ne eded) : Page 2 of 4 10.Provide an estimate expressed in dollars (or “zero” or “none,” if applicable of the following: (a) The gross amount of business which will be transacted by the corporatio n during its current fiscal year, at or from places of business located in New Mexico is: ____________________________________________________________________________________ (b) The gross amount of business which will be transacted by it during suc h year, wherever transacted, is: ____________________________________________________________________________________ (c) The value of all proper ty to be owned by it and located in New Mexico during such year is: ____________________________________________________________________________________ (d) The value of all property to be owned by it during such y ear, wherever located is: ____________________________________________________________________________________ Dated: ____________ __________________________ _________________________ __________________________ _________________________ Signature (s ) of Authorized Officer (s ) Printed Name (s ) of Authorized Officer (s ) Page 3 of 4 FOREIGN PROFIT CORPORATION STATEMENT OF ACCEPTANCE OF APPOINTMENT BY DESIGNATED INITIAL REGISTERED AGENT (Authorized Person's Title) Complete Box 1 if the Registered Agent is an individual. Complete Box 2 if the Registered Agent is a corporation . O nly complete the applicable box. Box 1-Individual as Registered Agent I, Box 2- Corporation as Registered Agent I, (Authorized Person's Printed Name) (Registered Agent 's Signature) of (Registe red Agent 's/Corporation 's Name) hereby acknowledge that the undersigned individual accepts the appointment as Initial Registered Agent of (Profit 's Name) the corporation which is named in the application . By (Registered Agent's Signature) (Registere d Agent's Printed Name) hereby acknowl edge that the undersigned individual accepts the appointment as Initial Registered Agent of (Profit 's Name) the corporation which is named in the application . By FPR-STMT Page 4 of 4 DOCUMENT DELIVERY INSTRUCTION FORM (You must have on e Document Delivery Instruction Form for each filing being submitted . Please type or print legibly. ) Entity Name: _________________________________________________________________________ Mailing Address (Include city, state and zip code) : __________________________________________________ Contact Name: _______________________________________________________________________ Contact Phone Number: ________________________________________________________________ Contact Email: ________________________________________________________________________ IF YOU HAVE SELECTED TO PICK UP YOUR DOCUMENTS, OUR OFFICE WILL CONTACT YOU WHEN YOUR DOCUMENTS ARE COMPLETED AND READY FOR PICK UP. DOCUMENTS WILL NOT BE HELD FOR MORE THAN 5 BUSINESS DAYS. IF YOU HAVE NOT PICKED THEM UP WITHIN THAT TIME FRAME, THEY WILL BE MAILED TO THE ADDRESS LISTED ABOVE. PLEASE CONTACT OUR OFFICE AT 800 -477 -3632 AND NOTIFY US IF YOU ARE NOT ABLE TO PICK THEM UP WITHIN THAT TIME FRAME. --- THANK YOU New Mexico Secretary of State Business Services Division 325 Don Gaspar, Suite 300 · Santa Fe, NM 87501 (800) 477 -3632 · www.sos.state.nm.us Please check how the documents are to be delivered Will Pick Up Mail to Address Above Form DDI (revised 9/18) REQUIREMENTS AND INSTRUCTIONS TO REGISTER A FOREIGN LIMITED LIABILITY C OMP ANY (53-19-47 TO 53-19-56) FILING FEES: $100. Payment of fees must be made by check or money order, made payable to the New Mexico Secretary of State. FILING OF APPLICATION FOR REGISTRATION: The applying limited liability company shall file with the Secretary of State: Initial Registered Agent be current within thirty days statement of acceptance of appointment of the registered agent shall be executed by the person designated in the application as registered agent, if the agent is an individual, or, if the designated registered agent is a corporation, limited liability company, or partnership, by an authorized person of that entity. NOTE: Please refer to sections 53-19-47 to 53-19-74 of the New Mexico Limited Liability Company Act for the complete statutes governing a foreign limited liability company in New Mexico. The Business Services Division can only act in an administrative capacity. We cannot offer you legal advice or opinion on your particular filing. We recommend that you consult with your own attorney and accountant during the process of registering as a foreign limited liability company. INCLUDED IN THIS PACKET ARE INSTRUCTIONS FOR COMPLETING OUR FORMS. PLEASE FOLLOW THESE INSTRUCTIONS CAREFULLY. New Mexico Secretary of State Business Service s Division 325 Don Gaspar, Suite 300 · S anta Fe, N M 87501 (800) 477-3632 · www.sos.state.nm.us Page 1 of 3 Instructions For Completing Form FLLC Item 1: Enter the com plete company name, exact ly as it appear s on the certi ficate of good sta nding from the state of organization. If t he foreign l imited l iabili ty comp any name does not contain the words “li mited liabil ity company”, or “limit ed company ”, or the abbreviati on “L.L.C.”, or “LLC”, or “L.C.”, or “ LC”, as required by the New Mexico Limited Liability Company Act, or if its tr ue name is not available in New Mexico, it mu st adop t a name for use in New Mexi co that does contai n one of these words or abbrev iations. If applicable, enter the adopted name in it em 2 of the application. Item 2: A foreign limited liabil ity comp any may register with the Secretary of State under any name. If the company wi ll transact business in New Mexico under a name other than its true limited li ability company name, enter that name in Ite m 2. A na me entered in Item 2 must contain the words “limited lia bili ty comp any” or “limited company” or the abbrevia tion “L.L.C. ”, “LLC”, or “L.C.” or “LC”. The word “limited” may be abbrevia ted as “ltd.” And t he word “company” may be abb reviated as “co.” Item 3: Enter the state or coun try where the comp any originall y fi led to become organized as a limited l iabili ty comp any. Item 4: Enter the date (month, day, and year) the comp any filed its Article s of Organizati on in it s do mes tic state. This dat e must concur with the date as stated on the cert ifica te of good standing, if that information is provided on the certi ficate. Item 5: If the laws of the domes tic state requ ire an offi ce to be mainta ined by the com pany in t hat state, enter the add ress of that office. Item 6: If Item 5 does not apply, enter the address of the company’s principal offic e, wherever it may be located. Item 7: (Par t One) Enter the name of the registered agent who will accept service of process at the registered office address. (Part Two) Enter the address (street, city and sta te) of the New Mexico regis tered offi ce. This is the address designat ed for service of process in New Mexico. This must be a stree t add ress, a post office box is not acceptable. A regis tered agent must be either an individua l resident of New Mexico, or a domes tic corporat ion, limited l iability company, or partner ship having a pla ce of business in New Mexico, or a foreign corporation, limited liability company, or partnership authorized to transact business in New Mexico and having a place of business in New Mexico. Filing Limited Liability Company cannot be its own registered agent. Item 8: Enter the name(s) of the person(s) in whom management of the company is vested. Date and Execution: Enter the date the application was executed (signed). The application must be signed by a person with the authority to do so under the laws of the state or country of its organization. Page 2 of 3 Instructions For Completing Form FLLC-STMNT (Sta tement For Registered Agent) Individual as RA-Box 1 If the registered agent is an individual resident of New Mexico, enter the person's name on line 1, the LLC's name on line 2 and the registered agent's signature on line 3. Entity as RA-Box 2 If the registered agent is a registered entity in New Mexico, enter the name and title of the person authorized to sign for the entity acting as registered agent on line 1, the name of the entity acting as registered agent on line 2, the LLC's name on line 3, and the signature of the authorized person on line 4. Do not fill out both boxes, only the one that's applicable. Page 3 of 3 FOREIGN LIMITED LIABILITY COMPANY APPLICATION FOR REGISTRATION New Mexico Secretary of State Business Service s Division 325 Don Gaspar, Suite 300 · S anta Fe, N M 87501 (800) 477-3632 · www.sos.state.nm.us SUBMIT O RIGINAL TYPE O R PRINT LEGIBLY $10 0 FILING FEE The undersigned limited liability company, in order to apply for a Certificate of Registration to transact business in New Mexico under the Limited Liability Company Act, submits the following statement to the Secretary of State : 1. The name of the limited liability company is: _____________________________________________________________________________________ 2. If it proposes to transact business in New Mexico under a different name, the name it elects for use in New Mexico is: _____________________________________________________________________________________ 3. It is organized under the laws of: _____________________________________________________________________________________ 4. The date of organization in its domestic state is: _____________________________________________________________________________________ 5. If so required by the laws of the domestic state, the address of the office required to be maintained in the domestic state is: _____________________________________________________________________________________ 6. If the laws of the domestic state do not require an address to be maintained in that state, then the street AND mailing address of the principal office of the limited liability company are: _____________________________________________________________________________________ Form FLLC (revised 9/18) Page 1 of 3 ______________________________________________Authorized Person's Printed Name By :________________________________________ Authorized Person 's Signature THIS APPLICATION MUST BE ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING / EXISTENCE, ISSUED BY THE APPROPRIATE OFFICIAL CUSTODIAN OF LIMITED LIABILITY COMPANY RECORDS FOR THE STATE OR COUNTRY UNDER THE LAWS OF WHICH THE COMPANY IS ORGANIZED. THIS CERTIFICATE MUST BE ORIGINAL OR ELECTRONICALLY ISSUED, AND MUST BE CURRENT WITHIN THIRTY DAYS OR HAS NOT EXPIRED, UPON SUBMISSION TO THE SECRETARY OF STATE. Page 2 of 3 7. The name of the registered agent is (The RA must be an individual resident or registered entity in NM ): ____________________________________________________________________________________ The New Mexico street address of the company's initial registered agent is (Must be a physical address) : 8. The name (s ) of the person (s ) in whom management of the limited liability company is vested is: The company is a foreign limited liability company as defined in Section 2 of the New Mexico Limited Liability Company Act. The Secretary of State is appointed the agent of the foreign limited liability company for service of process if, upon resignation of the appointed registered agent no agent has been appointed, or, if appointed, the agent’s aut hority has been revoked or the agent cannot be found or served in the exercise of reasonable diligence. Dated: ______________________ FOREIGN LIMITED LIABILITY COMPANY STATEMENT OF ACCEPTANCE OF APPOINTMENT BY DESIGNATED INITIAL REGISTERED AGENT (Authorized Person's Title) Complete Box 1 if the Registered Agent is an individual. Complete Box 2 if the Registered Agent is a corporation, l imited liability company or partnership. Only complete the applicable box. Box 1-Individual as Registered Agent I, Box 2-Entity as Registered Agent I, (Authorized Person's Printed Name) of (Registered Agent/Entity's Name) hereby acknowledge that the undersigned individual accepts the appointment as Initial Registered Agent of the Limited Liability Company which is named in the application . By (Registered Age nt's Signature) (Registered Agent's Signature) (LLC's Name) (Registere d Agent's Printed Name) hereby acknowl edge that the undersigned individual accepts the appointment as Initial Registered Agent of (LLC's Name) the Limited Liability Company which is named in the application . By FLLC-STMT Page 3 of 3 DOCUMENT DELIVERY INSTRUCTION FORM (You must have on e Document Delivery Instruction Form for each filing being submitted . Please type or print legibly. ) Entity Name: _________________________________________________________________________ Mailing Address (Include city, state and zip code) : __________________________________________________ Contact Name: _______________________________________________________________________ Contact Phone Number: ________________________________________________________________ Contact Email: ________________________________________________________________________ IF YOU HAVE SELECTED TO PICK UP YOUR DOCUMENTS, OUR OFFICE WILL CONTACT YOU WHEN YOUR DOCUMENTS ARE COMPLETED AND READY FOR PICK UP. DOCUMENTS WILL NOT BE HELD FOR MORE THAN 5 BUSINESS DAYS. IF YOU HAVE NOT PICKED THEM UP WITHIN THAT TIME FRAME, THEY WILL BE MAILED TO THE ADDRESS LISTED ABOVE. PLEASE CONTACT OUR OFFICE AT 800 -477 -3632 AND NOTIFY US IF YOU ARE NOT ABLE TO PICK THEM UP WITHIN THAT TIME FRAME. --- THANK YOU New Mexico Secretary of State Business Services Division 325 Don Gaspar, Suite 300 · Santa Fe, NM 87501 (800) 477 -3632 · www.sos.state.nm.us Please check how the documents are to be delivered Will Pick Up Mail to Address Above Form DDI (revised 9/18)