How to File Articles of Dissolution in New Mexico

To file Articles of Dissolution in New Mexico, get formal authorization from your owners, settle debts and taxes, then submit the required dissolution document to the New Mexico Secretary of State — $50 for corporations, $25 for LLCs. Until that filing is accepted, your entity stays on the books and keeps accruing annual report fees, tax obligations, and compliance duties.

Authorize the Dissolution Internally

Nothing goes to the state until the owners formally agree to close the business. How you document that agreement depends on your entity type.

Corporations

A New Mexico corporation has two routes. If every shareholder agrees, they sign a written consent and an authorized officer files a statement of intent to dissolve listing each shareholder’s name, address, and signed consent.¹ Without unanimous consent, the board adopts a resolution proposing dissolution and the shareholders vote. The statement of intent must then include the resolution text and the tally of shares voted for and against.²

LLCs

An LLC dissolves on one of three triggers: an event specified in the articles of organization or operating agreement, written consent of members holding a majority of the voting power, or a court order.³ If your operating agreement sets a different threshold or procedure, that controls. The majority-consent default only applies when the operating agreement and articles are silent.

Keep the paperwork either way — meeting minutes, signed written consents, or the board resolution. Those records don’t go to the state, but they protect you if a shareholder or member later challenges the shutdown.

What Goes in the Filing

Once authorization is in place, someone with authority prepares the Articles of Dissolution and files them with the New Mexico Secretary of State.

For a corporation, the statement of intent to dissolve must include the corporation’s name, the names and addresses of its officers and directors, and the shareholder authorization details — either the unanimous written consent or the vote count on the resolution.²

For an LLC, the articles of dissolution must include:

The company name.
The dates the articles of organization and any amendments were filed.
The event that caused dissolution.
The name and address of each person authorized to handle winding up.
Confirmation that the LLC has resigned as registered agent for any other entity, or is not currently serving as one.⁴

The filing fee is $50 for corporations⁵ and $25 for LLCs.⁶ You can submit online, by mail, or in person. A missing field will get the filing kicked back, so check everything before sending.

Handle Federal Taxes Alongside the State Filing

The state filing is only part of closing down. The IRS has its own requirements, and this is where owners most often trip up.

Corporations, including S corporations, must file IRS Form 966 within 30 days of adopting a resolution or plan to dissolve.⁷ The form covers the corporation’s structure, the date the plan was adopted, and the shares outstanding at that time. If the plan is amended later, another Form 966 is due within 30 days of the amendment. The 30-day window is strict; missing it can trigger penalties or audit attention.

Every dissolving business also files a final federal income tax return. Corporations file a final Form 1120 or 1120-S, and multi-member LLCs taxed as partnerships file a final Form 1065. Check the “final return” box on the form. Partnership-taxed LLCs should also check the “final K-1” box on each member’s Schedule K-1.⁸ Single-member LLCs report final activity on the owner’s personal return.

Clear State Taxes and Get a Tax Clearance

The New Mexico Taxation and Revenue Department needs to confirm there are no outstanding tax liabilities. File final returns for gross receipts tax, corporate income tax, and any withholding or payroll taxes the business was responsible for, and pay any balance due.

Then request a Tax Clearance from the Taxation and Revenue Department using form ACD-31096, which lists “Corporate Withdrawal/Dissolution” as a valid reason. Processing takes at least 45 days, so submit the request well before you need the clearance. An incomplete or unsigned request will not be processed at all.⁹

Wrap Up Employees and Creditors

If you have employees, New Mexico law requires that discharged employees on a fixed salary or hourly wage be paid within five days of termination. For commission, piece-rate, or other variable pay, the deadline extends to ten days.¹⁰ Missing those deadlines exposes you to wage claims that can follow former owners personally.

File final unemployment insurance reports and notify the New Mexico Department of Workforce Solutions to close your employer account. An inactive account will eventually terminate on its own after eight or more quarters, but closing it proactively avoids any confusion about ongoing reporting. Health insurance and retirement plans have to be terminated in compliance with federal ERISA and COBRA rules.

Both corporations and LLCs must notify known creditors of the dissolution. Send notice by certified mail so you have proof of delivery. Include a claims deadline, an address for submitting claims, and a description of what information the claim should contain. Creditors who receive proper notice and miss the deadline generally lose their right to collect, which is why doing this step correctly protects former owners later.

If the business has debts it cannot fully pay, you may need to negotiate settlements or, in severe cases, consider bankruptcy. Unresolved debts don’t automatically disappear when the entity dissolves — creditors may pursue former owners or members, especially where personal guarantees exist.

Distribute What’s Left in the Right Order

After debts are handled, remaining assets go to the owners. For an LLC, the persons authorized to wind up affairs settle obligations, dispose of property, discharge liabilities, and then distribute what remains to the members.¹¹ Unless the operating agreement says otherwise, the members or managers with authority to run the LLC handle winding up, or a majority of the voting power can designate someone else.

Liquidation follows a priority order: unpaid wages and taxes first, then secured creditors from their collateral, then unsecured creditors, then preferred stockholders with liquidation preferences, and finally common shareholders or LLC members. Many small businesses have little left after debts, but where assets do remain, following the order protects you from personal liability claims by creditors who should have been paid first.

Close Out Accounts After the Filing Is Accepted

Once the Secretary of State accepts the Articles of Dissolution, the entity loses its legal standing and the name becomes available for others. Several loose ends still need attention.

Cancel business licenses, permits, and registrations with state and local agencies. Close your tax accounts with the New Mexico Taxation and Revenue Department. Deactivate your EIN with the IRS: the IRS cannot cancel an EIN once assigned, since it stays the entity’s permanent federal taxpayer identification number, but you can deactivate it by sending a letter with the EIN, the entity’s legal name and address, and your reason for closing.¹²

Close business bank accounts only after outstanding checks have cleared and final transactions have settled. Keep your corporate or LLC records for several years afterward. The IRS can audit returns for up to three years after filing, longer if it suspects underreporting, and former creditors or business partners may raise disputes.

If Plans Change: Revoking the Dissolution

If circumstances shift after you file, a New Mexico corporation can revoke voluntary dissolution proceedings, either by shareholder consent or by act of the corporation, by filing a statement of revocation with the Secretary of State.¹³ The revocation filing fee is $50, the same as the dissolution filing.⁵

Separately, an LLC that was administratively revoked by the Secretary of State (rather than voluntarily dissolved) can apply for reinstatement within two years of the revocation date. The application must confirm that the grounds for revocation no longer exist and that the LLC’s name still meets state requirements. If approved, the reinstatement relates back to the revocation date, and the LLC is treated as though it was never revoked.¹⁴

1
Justia. New Mexico Code 53-16-2 – Voluntary Dissolution by Consent of Shareholders
2
Justia. New Mexico Code 53-16-3 – Voluntary Dissolution by Act of Corporation
3
New Mexico Legislature. New Mexico Limited Liability Company Act, Article 19 – Section 53-19-39
4
Justia. New Mexico Code 53-19-41 – Articles of Dissolution
5
Justia. New Mexico Code 53-2-1 – Fees of Secretary of State
6
New Mexico Legislature. New Mexico Limited Liability Company Act, Article 19 – Section 53-19-63
7
Internal Revenue Service. Form 966, Corporate Dissolution or Liquidation
8
Internal Revenue Service. About Closing a Business
9
New Mexico Taxation and Revenue Department. Tax Clearance Request Form ACD-31096
10
Justia. New Mexico Code 50-4-4 – Discharged Employees
11
Justia. New Mexico Code 53-19-42 – Winding Up
12
Internal Revenue Service. If You No Longer Need Your EIN
13
Justia. New Mexico Code Chapter 53, Article 16 – Business Corporations, Dissolution of Corporations
14
Justia. New Mexico Code 53-19-66.2 – Reinstatement Following Administrative Revocation