Free Withdrawal - New Mexico

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FOREIGN PROFIT WITHDRAWAL

FOREIGN PROFIT WITHDRAWAL

PUBLIC REGULATION COMMISSION CORPORATIONS BUREAU CHARTERED DOCUMENTS DIVISION P.O. BOX 1269 SANTA FE, NEW MEXICO 87504-1269 (505) 827-4511 REQUIREMENTS FOR WITHDRAWAL OF A FOREIGN PROFIT CORPORATION (53-17-15 TO 53-17-16 NMSA 1978) FILING FEES: Application for Certificate of Withdrawal, $50 (submit a signed original of the application, together with a duplicate copy which may be either signed or photocopied; the duplicate copy and a Certificate of Withdrawal will be returned for the corporation's records). The following fees apply only if you want an additional copy or copies to be certified: $25 per certified copy; if you do not provide the extra copy, a reproduction fee of $1 per page, minimum $10 is charged in addition to the $25 certification fee. Payment of fees must be made by check or money order, made payable to the New Mexico Public Regulation Commission or NMPRC. The PRC does not accept cash payment for any fees. FILING PROCEDURE: A foreign corporation authorized to transact business in New Mexico may withdraw its authority if it no longer desires to transact such business, upon procuring from the commission a Certificate of Withdrawal. Step 1: The following New Mexico state agencies must be contacted, by the foreign corporation's representative, to obtain clearances for withdrawal (these three clearances must be submitted together with the Application for Certificate of Withdrawal): Taxation and Revenue Dept. ("Certificate of No Tax Due") Audit and Compliance P.O. Box 5557 Santa Fe, NM 87503-5557 Tel: 827-0951 Dept. of Labor ("Certificate of Compliance") Employment Security Div./Tax Section P.O. Box 2281 Albuquerque, NM 87103-2281 Tel: (505) 841-8563

Public Regulation Commission ("Letter of Clearance") Corporations Bureau/Corporate Report Compliance Div. P.O. Box 1269 Santa Fe, NM 87504-1269 Tel: (505) 827-4510 (Request form for this clearance is enclosed) Step 2: Upon receipt of the clearances from each agency, the corporation shall file with the commission: (1) the signed original of the Application for Certificate of Withdrawal, together with a duplicate copy which may be either signed or photocopied; (2) all three clearances; and (3) $50 filing fee. If the commission determines that the documents delivered for filing conform with the provisions of the Business Corporation Act, it shall, when all required filing fees have been paid, retain the signed original in the files of the commission and return the duplicate together with a Certificate of Withdrawal. (continued on following page)

EXECUTION OF DOCUMENTS: The Application for Certificate of Withdrawal shall be executed (signed) by an authorized office of the corporation. NOTE: Please refer to the New Mexico Business Corporation Act (53-17-1 to 53-17-21, NMSA 1978) for the complete statutes governing a foreign business corporation in New Mexico. A copy of the statutes can be obtained from this office at your request. The Corporations Bureau 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 if you have any legal questions concerning your corporation. INCLUDED IN THIS PACKET ARE INSTRUCTIONS FOR COMPLETING OUR FORMS. PLEASE FOLLOW THESE INSTRUCTIONS CAREFULLY. Please visit our website at: www.nmprc.state.nm.us

PUBLIC REGULATION COMMISSION
APPLICATION FOR TAX CLEARANCE FOR DISSOLUTION/WITHDRAWAL
***INFORMATION MUST BE LEGIBLE***

DATE: __________________ RE: __________________________________________________________________________________ (PRINT EXACT CORPORATE NAME AS REGISTERED WITH OUR OFFICE) NMPRC # ____________________ TAXATION & REVENUE ID # _____________________________ SUBJECT: TAX CLEARANCE REQUEST FOR DISSOLUTION/WITHDRAWAL THIS CORPORATION IS IN THE PROCESS OF DISSOLVING/WITHDRAWING FROM THE STATE OF NEW MEXICO AND IS REQUESTING TAX CLEARANCE. FINAL DAY OF BUSINESS: Month __________ Day __________ Year __________. NOTE: THE CORPORATION CANNOT BE ISSUED A TAX CLEARANCE FOR A FUTURE DATE OR IF IT IS DELINQUENT IN FILING REPORTS AND/OR PAYING FEES DUE. ALSO, A FINAL REPORT MAY BE REQUIRED THROUGH THE FINAL DAY OF BUSINESS. YOU WILL BE ADVISED ACCORDINGLY.

_______________________________________________ SIGNATURE OF OFFICER OR AUTHORIZED AGENT

NAME: ___________________________________________________ ADDRESS: ________________________________________________ CITY: ________________STATE: _______ZIP CODE: ____________ TELEPHONE: (_____)_______________________________________ MAIL TO:

PUBLIC REGULATION COMMISSION TAX COMPLIANCE DIVISION PO BOX 1269 SANTA FE, NM 87504-1269 PHONE: (505) 827-4510

DOCUMENTS MUST BE TYPED OR PRINTED LEGIBLY
Instructions For Completing Form FPR-WD (Application for Certificate of Withdrawal)

Item 1: Enter the complete name of the corporation, as it currently appears on the records of the commission, and the NMPRC # (charter ID number found on the Certificate of Authority).
Item 2: Enter the state or country where the corporation originally filed to become incorporated. Item 3: These statements are required to be set forth in the Application for Certificate of Withdrawal. By signing this application, the corporation is affirming these statements. Item 4: Enter the mailing address to which a copy of any process against the corporation may be mailed by the New Mexico Secretary of State. Item 5: Enter the total number of shares the corporation is authorized to issue at the time of making this application. Itemize authorized shares by class and series, if applicable. Item 6: Enter the total number of shares that have been issued at the time of making this application. Itemize issued shares by class and series, if applicable. 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. NOTE: All three clearances must be submitted with the Application for Certificate of Withdrawal: (1) Taxation & Revenue "Certificate of No Tax Due", which must be completed and notarized by a corporate official; (2) Dept. of Labor "Certificate of Compliance"; (3) Public Regulation Commission "Letter of Clearance"

SUBMIT ORIGINAL AND A COPY
TYPE OR PRINT LEGIBLY

Foreign Profit Corporation APPLICATION FOR CERTIFICATE OF WITHDRAWAL The undersigned corporation, in order to apply for a Certificate of Withdrawal under the New Mexico Business Corporation Act, submits the following statement to the Public Regulation Commission: 1. The name of the corporation is (include NMPRC #): __________________________________ _______________________________________________________________________________ 2. It is incorporated under the laws of: _______________________________________________ 3. It is not transacting business in New Mexico. It surrenders its authority to transact business in New Mexico. It revokes the authority of its registered agent in New Mexico to accept service of process, and consents that service of process in any action, suit or proceeding based upon any cause of action arising in New Mexico may thereafter be made on it by service thereof on the Secretary of State of New Mexico. 4. The mailing address to which the Secretary of State of New Mexico may mail a copy of any process against the corporation that may be served on it is: _______________________________ _______________________________________________________________________________ 5. The aggregate number of shares which it has authority to issue as of the date of this application, itemized by class and series, if any, within each class is:

6. The aggregate number of shares that have been issued as of the date of this application, itemized by class and series, if any, within each class is:

Dated: _______________________

__________________________________________ Name of Corporation By_________________________________________ Signature of Authorized Officer

THE CLEARANCES FOR WITHDRAWAL ISSUED BY THE FOLLOWING NEW MEXICO STATE AGENCIES MUST BE ATTACHED TO THIS DOCUMENT:
1) Taxation and Revenue Department ("Certificate of No Tax Due") 2) Department of Labor ("Certificate of Compliance") 3) Public Regulation Commission ("Letter of Clearance") Form FPR-WD (revised 07/03)