Fill and Sign the Free Joint Venture Agreement by Spar Group Inc Findformscom

Prepared by U.S. Legal Forms, Inc. Copyright 2016 - U.S. Legal Forms, Inc.The contents of this package are as follows:1. Statutory References 2. Introduction and Law Summary 3. Forms List 4. Notes on Downloading the Forms 5. Notes on Completing the Forms 6. Instructions and Steps 7. Accessories 8. Disclaimer STATE OF NEW MEXICO PROFESSIONAL CORPORATION Control Number: NM-00INC2 PROFESSIONAL CORPORATIONfor State-Licensed Professionals STATE OF NEW MEXICO Electronic Version Statutory References NEW MEXICO STATUTES ANNOTATED, §§ 53-11-1 through 53-18-12 (New Mexico Business Corporation Act) NEW MEXICO STATUTES ANNOTATED, §§ 53-6-1 through 53-6-14 (New Mexico Professional Corporation Act) Introduction and Law Summary New Mexico corporations are subject to the provisions of the New Mexico Business Corporation Act (NMSA §§ 53-11-1 through 53-18-12). In addition to being subject to those statutory provisions, professional corporations are specifically subject to the provisions of the New Mexico Professional Corporation Act (NMSA §§ 53-6-1 through 53-6-14). If the provisions of the Business Corporation Act conflict with the provisions of the Professional Corporation Act, the provisions of the Professional Corporation Act prevail. A professional corporation organized to engage in the practice of a profession is subject to the New Mexico Board or other agency governing the profession. GENERAL DISCUSSION A professional corporation renders professional services only through its officers, employees and agents who are duly licensed or otherwise legally authorized to render professional services. The term "employee," does not include clerks, secretaries, bookkeepers, technicians and other assistants who are not usually and ordinarily considered by custom and practice to be rendering professional services to the public for which a license is required. The Professional Corporation Act does not modify the legal relationships, including confidential relationships, between a person performing professional services and the client or patient who receives such services.DEFINITIONS A "professional service" is any type of personal service to the public which requires, as a condition precedent to the rendering of that service, the obtaining of a license or other legal authorization. The term includes, but is not necessarily limited to, the personal services rendered by certified public accountants, registered public accountants, chiropractors, optometrists, dentists, osteopaths, podiatrists, architects, veterinarians, doctors of medicine, doctors of dentistry, physicians and surgeons, attorneys-at-law and life insurance agents; and A "professional corporation" is a corporation which is organized under the Professional Corporation Act for the sole and specific purpose of rendering professional service and which has as its shareholders only individuals who themselves are licensed or otherwise legally authorized within this state to re nder the same professional service as the corporation. CORPORATE PURPOSE A professional corporation may be organized only for the purpose of rendering one specific type of professional service. The corporation cannot engage in any business other than rendering the professional service for which it was organized, though it may render services ancillary to the professional services. A professional corporation may own real and personal property necessary or appropriate for rendering the type of professional service it was organized to render and may invest its funds in real estate, mortgages, stocks, bonds and any other type of investments.CORPORATE NAME The name of a professional corporation MUST contain the words "limited," "chartered," "professional association" or "professional corporation" or shall contain an abbreviation of those words. STOCK Shares of stock of a professional corporation may be issued and transferred only to persons who are duly licensed or legally authorized to render the professional service for which the corporation is organized. Shares of stock of a professional corporation may be transferred: By operation of law to persons or legal entities not so licensed or authorized, subject to the requirements of the Professional Corporation Act;  To a revocable trust the grantor of which is such a duly licensed or authorized person, provided that the trust contains provisions that require the trustee, upon the grantor's death or disqualification to render the professional service for which the grantor was licensed or authorized, to dispose of the shares as otherwise provided in the Professional Corporation Act; and  To a tax-qualified employee benefit plan established for the exclusive benefit of the professional corporation's employees, provided that the plan's trustee is required to dispose of the trust's shares as provided in the Professional Corporation Act before transfer or distribution of the shares to beneficiaries of or participants in the plan who are not duly licensed or authorized to render the professional service for which the corporation is organized. The articles of incorporation of any professional corporation must provide for the purchase by the corporation, its shareholders, or any person duly licensed or authorized to render the service for which the corporation is organized, of all shares of its stock: Held by any person who becomes disqualified to render the professional service for which he was licensed or authorized within a period of thirty days after establishment of the disqualification; or  Which devolve by operation of law upon any person or legal entity not licensed or authorized to render the professional service for which he was licensed or authorized within eight months from the date of devolution. Any shares held in violation of the above restrictions may be cancelled by action of the board of directors. If the articles of incorporation or the bylaws of a professional corporation fail to fix a price at which the corporation or its shareholders may purchase the shares of a deceased or disqualified shareholder, then the price for the shares shall be the book value of the shares as of the end of the month immediately preceding the death or disqualification of the shareholder. DISQUALIFICATION If any officer, shareholder, agent or employee of a professional corporation becomes legally disqualified to render that professional service, or is elected to a public office that is a restriction or limitation upon rendering of the professional service, or accepts employment that places restrictions or limitations upon his continued rendering of the professional service, that person must sever all employment with, and financial interest in the professional corporation immediately. A professional corporation's failure to require compliance with this restriction constitutes a ground for the forfeiture of its articles of incorporation and its dissolution. MERGER AND CONSOLIDATION A professional corporation may consolidate or merge only with another domestic professional corporation organized to render the same specific professional service for which the professional corporation is organized. * * * PRIOR TO FILING THE APPLICATION FOR RESERVATION OF NAME AND/OR THE ARTICLES OF INCORPORATION FORMING A PROFESSIONAL SERVICE CORPORATION WHOSE PURPOSE IS TO ENGAGE IN THE PRACTICE OF A STATE-LICENSED PROFESSION, YOU MUST CONTACT THE NEW MEXICO STATE BOARD/GOVERNING ENTITY FOR YOUR PROFESSION TO CONFIRM THAT YOU ARE IN COMPLIANCE WITH ALL OF THE BOARD'S RULES AND REGULATIONS. * * * Forms List The following forms are available for download with this package. NM-NAMERESV: Application for Reservation of Entity Name  NM-00INCP: Articles of Incorporation, Agent Consent & First Report  NM-PC-TL: Sample Transmittal Letter  NM-PC-OM: Sample Organizational Minutes  NM-PC-BL: Sample Bylaws  US-IRS-SS-4 : Application for Federal Tax Identification Number & Instructions  US-IRS-2553 : Election of “S” Corporation Status & Instructions  NM-PC-AM : Sample Annual Minutes  NM-PC-CR : Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate Instructions on using the forms are either included with the forms and/or found in the Steps to Incorporate section, below. * * * Notes on Downloading the Forms In order that we can provide you with the most up to date forms at all times, all forms are located on our servers for you to down load, complete and print. Downloading instructions are provided and we will assist if you have any problems. From the download page, the easiest procedure to download the forms is to right click on the form links and select “save target as” to save each form to your hard drive. You will have six days during which you can return to the forms download page to download the forms again if needed. You are advised to save the forms to your computer as soon as possible to avoid any problem with the six day limit. * * * Notes on Completing the Forms The forms in this package may be available in Adobe Acrobat (“.pdf”) and/or Microsoft Word (“.doc”) format. If available in .pdf format, the forms will contain “fillable” blanks which you can type directly into, and print. However, you can still print the form and fill in with a typewriter or by hand if you desire. If available in .doc format, the forms may contain “form fields” created using Microsoft Word. “Form fields” facilitate completion of the forms using your computer. They do not limit you ability to print the form “in blank” and complete with a typewriter or by hand. To c omplete the forms click on the gray shaded areas and type the information. For the separation agreeme nt complete the gray shaded areas and also make any other changes or additions to resolve all issues. If you do not see the gray shaded form fields, go the View menu, click on Toolbars, and then select Forms. This will open the forms toolbar. Look for the button on the forms toolbar that resembles a shaded letter “a”. Click in this button and the form fields, if present , will become visible. If there are no form fields, just type into the document, underlining if necessary, t o complete the form. Some forms may be “locked” which means that the content of the forms cannot be cha nged unless the form is unlocked. You can only fill in the information in the fields. If you need to make any changes in the body of the form, it is necessary for you “unlock” or “unprotect” the form. IF YOU INTEND TO MAKE CHANGES TO THE CONTENT, DO SO BEFORE YOU BEGIN TO FILL IN THE FIELDS. IF YOU UNLOCK THE DOCUMENT AFTER YOU HAVE BEGUN TO COMPLETE THE FIELDS, WHEN YOU RELOCK, ALL INFORMATION YOU ENTERED WILL BE LOST. To unlock click on “Tools” in the Menu bar and then selecting “unprotect document”. You may then be prompted to enter a password. If so, the password is “uslf”. That is uslf in lower case letters without the quotation ma rks. After you make the changes relock the document before you begin to complete the fields. Afte r any required changes relock the form, then click on the first form field and enter the require d information. You will be able to navigate through the document from form field to form fiel d using your tab key. Tab to a form field and insert your data. If you experience problems, please let us know. * * * Steps to Incorporate The practice of a state-licensed profession in the State of New Mexico is controlled, generally, by the statutory mandates set out in the statutes noted above, in statutes applicable to your profession, and by the rules and regulations established by the New Mexico Board or other governing entity for your profession. You should check with your governing entity to determine if there are any additional rules or regulations promulgated with which you must comply, any certificate of compliance or licensure you must obtain, etc. Step 1:See FORM: NM-NAMERESV APPLICATION FOR RESERVATION OF ENTITY NAME It is recommended that you reserve a corporate name in order to assure that your Articles of Incorporation are not rejected because the name you have selected is not available. You may skip this step and go to Step 2, but if the corporate name you have selected is not available, the Articles of Incorporation will be rejected and returned to you. This form should be typed or printed in BLACK ink.  The name of a professional corporation MUST contain the words "Limited," "Chartered," "Professional Association" or "Professional Corporation" or shall contain an abbreviation of those words. A proposed name must be distinguishable from other business names on the records of the New Mexico Public Regulation Commission.  Type or print name and address of applicant.  Sign the form.  A name is reserved for a NON-RENEWABLE 120 day period.  This must be submitted in duplicate (original and one copy).  The filing fee is $25.00. You may check the availability of the proposed corporate name by calling one of the numbers listed below. Telephone searches are only preliminary and do not guarantee the availability of the name. To reserve a corporate name, mail the original and one copy of your APPLICATION FOR RESERVATION OF NAME along with the $25.00 filing fee (Make check payable to the New Mexico Public Regulation Commission) to: New Mexico Public Regulation Commission 1120 Paseo De Peralta P.O. Box 1269 Santa Fe, New Mexico 87504 505-827-4511 or 505-827-4508 Step 2: See FORM: NM-00INCP ARTICLES OF INCORPORATION, AGENT CONSENT & FIRST REPORT INSTRUCTIONS FOR COMPLETING ARTICLES OF INCORPORATION: This form MUST be typed or legibly printed in black/blue black ink.  This form MUST be printed on 8 ½ x 11 white paper and must be legible for microfilming.  The Articles of Incorporation MUST be filed in “Duplicate Original.” BOTH OF THE ARTICLES OF INCORPORATION MUST BE ORIGINALS AND MUST HAVE ORIGINAL SIGNATURES. ARTICLE ONE: Provide the corporate name you have reserved.  ARTICLE TWO: Your may fill in a specific time duration for the corporation, but you will probably want to write “Perpetual” in this blank.  ARTICLE THREE: Identify your professional practice, for example: “The professional practice of architecture.” “The professional practice of medicine.” “The professional practice of law.” Etc.  ARTICLE FOUR: Decide how many shares the corporation will be authorized to issue. Complete the form by writing “The corporation shall have the authority to issue ________ shares of common stock.” Note - the filing fee is based on the number of shares of stock the corporation is authorized to issue: One dollar ($1.00) for each ONE THOUSAND SHARES of the total amount of authorized shares but in no case less than $100.00 or more than $1,000.00.  ARTICLE FIVE: This form does not provide for any of the provisions questioned here. Write “NONE.”  ARTICLE SIX: Provide the name and the STREET address of the initial registered agent of the corporation. A registered agent may be either an individual resident in this state whose business office is identical with the registered office, or a domestic corporation, or a foreign corporation authorized to transact business in this state, having a business office identical with the registered office. Note – the initial registered agent must sign and file with the Articles of Incorporation an Affidavit of Acceptance of Appointment of Registered Agent. ARTICLE SEVEN: There must be at least one director. This/these director/directors will serve until the first annual meeting of the shareholders or until their successors are elected and qualified.  ARTICLE EIGHT: There must be at least one incorporator. Provide the name and address of each incorporator.  Date and sign the Articles of Incorporation. REMEMBER THAT THE ARTICLES OF INCORPORATION MUST BE FILED IN DUPLICATE ORIGINAL – THAT EACH DOCUMENT MUST HAVE AN ORIGINAL SIGNATURE.  FILING FEE: As noted above, the filing fee is based on the number of shares which the corporation is authorized to issue. You will have to compute the correct filing fee for your corporation. FIRST REPORT This form must be filed within 30 days of filing the Articles of Incorporation. Follow the instructions on the form. AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT This form should be filled out and signed before a notary public. File the original and one copy when you file the Articles of Incorporation. Step 3: Mail DUPLICATE ORIGINALS of the ARTICLES OF INCORPORATION and the original and one copy of AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT , along with the filing you have computed as due (Make check payable to New Mexico Public Regulation Commission) to: New Mexico Public Regulation Commission 1120 Paseo De Peralta P.O. Box 1269 Santa Fe, New Mexico 87504 A cover letter to send with ARTICLES OF INCORPORATION and AFFIDAVIT OF ACCEPTANCE OF APPOINTMENT OF REGISTERED AGENT is included in this packet. See FORM: NM-PC-TL SAMPLE TRANSMITTAL LETTER Step 4: Upon return of the Articles of Incorporation, conduct an Initial meeting at which time directors and officers are elected, by-laws are adopted, and other action is taken. See FORM: NM-PC-OM SAMPLE ORGANIZATIONAL MINUTES See FORM: NM-PC-BL SAMPLE BY-LAWS Step 5: Apply for a Federal Tax Identification Number. This is done with form IRS-SS- 4. Mail to your regional IRS office. See Supplemental Form: US-IRS-SS-4 APPLICATION FOR FEDERAL TAX ID & INSTRUCTIONS Step 6: If you elect Subchapter S status so that the corporation income and losses will pass to the shareholders, complete and file form 2553 with the Internal Revenue Service. It is important that this form be filed timely or the corporation will have to pay the C Corporation tax rate. See Supplemental Form: US-IRS-2553 ELECTION OF S-CORPORATION STATUS & INSTRUCTIONS Step 7: Open a Corporate bank account and conduct business. Step 8: Hold an annual meeting of the directors and shareholders at least once a year t o elect directors and officers for the upcoming year and to take action as needed. See FORM: NM-PC-AM SAMPLE ANNUAL MINUTES General: For your convenience, additional forms are included such as Sample Corporate Notices of Meetings, Resolutions, Simple Stock Ledger & Certificate. See Supplemental Form: NM-PC-CR DO NOT FORGET TO FILE THE “FIRST REPORT” WITHIN 30 DAYS OF FILING THE ARTICLES OF INCORPORATION. * * * Accessories U. S. Legal Forms, Inc. offers the following corporate accessories: Corporate Seal: If you would like to order a corporate seal call U.S. Legal Forms, Inc. at (601) 825-0382. Engraved with your name: $24.95 plus shipping, or see http://www.uslegalbookstore.com/officeproducts/ Corporate Books: See http://www.uslegalbookstore.com/officeproducts/ Imprinted (or blank) Lithographed Stock Certificates: Preview: http://www.uslegalforms.com/images/cert2.gif Order for your state: http://www.uslegalforms.com/stock-certificates.htm * * * Disclaimer THESE MATERIALS ARE PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OF INTELLECTUAL PROPERTY, OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL U. S. LEGAL FORMS, INC. OR ITS AGENTS OR OFFICERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS, EVEN IF U.S. LEGAL FORMS, INC. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 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