How to Form an LLC in New Mexico
New Mexico Secretary of State – Corporations Bureau
325 Don Gaspar—Suite 300
Santa Fe, NM 87501
Statutory Authority: Limited Liability Company Act — N.M. Stat. § 53-19 (2013)
New Mexico LLC General Filing Instructions
1. Confirm availability of company name and reserve it if necessary.
2. Complete the “Articles Of Organization.”
3. Complete the “Statement of Acceptance by Designated Initial Registered Agent.”
4. Complete the “Document Delivery Instruction.”
5. Submit the completed documents, a photocopy of each, and filing fees to the New Mexico Secretary of State.
New Mexico Articles of Organization
The following information is legally necessary and sufficient to form a limited liability company in New Mexico:
1. Company name
2. Duration if not perpetual
3. Registered agent name and address
4. Principal office address
5. Management structure
6. Effective date if not date of filing
7. Signature and printed name of each organizer
New Mexico LLC Fee Schedule
Application for Reservation of Limited Liability Company Name: $20.00
Articles of Organization: $50.00
Application for Certificate of Registration: $100.00
Expedited Service: $150.00 – Same day, $100.00 – 2 days
Certified Copy: $25.00
Articles of Dissolution: $25.00
Your company name must end with a limited liability company designator. In New Mexico the specific limited liability company designators are: “Limited Liability Company” “Limited Company” “LLC” “LC” “L.L.C.” “L.C.” The word “Limited” may be abbreviated as “Ltd.” and the word company may be abbreviated as “Co.”
Conduct an entity name search on the New Mexico Secretary of State website to confirm the availability of your company name.
If the name you want is available you can reserve it for 120 days by filing an “Application for Reservation of Limited Liability Company Name” and paying a name reservation fee of $25.00. NOTE: Reserving your company name is optional.
The registered agent maintains a physical presence in the state to accept service of process, annual report notices, and other communications directed to the company and to forward the same to the company to which the service, notice, or communication is directed.
New Mexico requires that every business entity have and maintain a registered agent in the state. The registered agent may be either a New Mexico resident or active New Mexico business entity that has a New Mexico street address and consents to accept legal papers on your company’s behalf. Post office boxes and commercial personal mailboxes are not acceptable.
NOTE: Your company should not serve as its own registered agent. You can, however, personally serve as registered agent provided you are a New Mexico resident and have a New Mexico street address.
The state provided forms ask for and specify what is legally sufficient and necessary to form a New Mexico limited liability company. Nevertheless, New Mexico permits you to add other provisions to your Articles of Organization as an attachment.
The most common optional provisions are the following:
☐ Management of a limited liability company by designated managers
☐ Appointment of managers by a designated member or group
☐ Indemnification of members
☐ Indemnification of managers
☐ Right to admit new members
☐ Right to continue upon dissolution of dissociation
Post Formation and Ongoing Compliance
1. Draft and adopt an operating agreement.
2. Obtain a federal employer identification number by completing IRS Form SS-4.
3. If electing alternative tax entity filing status complete IRS Form 8832.
4. Open company bank account.
5. Create and maintain company records book.
Registering as a Foreign Entity
1. Complete the “Application for Certificate of Registration.”
2. Obtain a statement executed by the registered agent acknowledging acceptance of the appointment.
3. Attach a current original or electronically obtained Certificate of Good Standing from the state of formation.
4. Submit the completed documents, a photocopy of each, and filing fees to the New Mexico Secretary of State.
Dissolving a New Mexico LLC
1. Complete the “Limited Liability Company Articles of Dissolution.”
2. Submit the completed document, a photocopy, and filing fee to the New Mexico Secretary of State.