New Mexico LLC Laws: Formation, Compliance, and Dissolution

New Mexico LLC laws are set out in the state’s Limited Liability Company Act, codified at Chapter 53, Article 19 of the New Mexico Statutes. The Act, first enacted in 1993, lets one or more people form an LLC by filing Articles of Organization with the Secretary of State for a $50 fee, shields members and managers from personal liability for company debts, and imposes unusually light ongoing obligations: no annual report, no franchise tax, and no requirement to list owners on the public filing.¹

Forming the LLC

Any one or more people can form a New Mexico LLC, and the person who files does not need to be a member.² Filing goes through the Secretary of State’s online business portal, and the fee is $50.

Name Requirements

The LLC’s name must include “limited liability company,” “limited company,” or one of the accepted abbreviations: “L.L.C.,” “LLC,” “L.C.,” or “LC.” “Limited” can be shortened to “ltd.” and “company” to “co.” The name must be distinguishable from every LLC, limited partnership, and corporation already registered in the state, and from any name currently on reserve with the Secretary of State.³ You can search the Secretary of State’s portal for availability and reserve a name for a fee while you prepare paperwork.

What the Articles of Organization Must Contain

The LLC name.
The street address of the initial registered office (a P.O. box alone is not enough), the name of the initial registered agent, and the principal place of business if different from the registered office.
An end date, if the LLC is not perpetual. Perpetual existence is the default and requires no statement.
A statement vesting management in one or more managers, if the LLC will be manager-managed.
A statement that the LLC may have a single member, if that applies.

You may add any other provisions governing the LLC’s internal affairs.¹ The Act does not require you to state a business purpose in the Articles of Organization for a domestic LLC. After submission, the Secretary of State reviews the filing and issues a certificate of organization once approved.

Registered Agent and Office

Every New Mexico LLC must continuously maintain a registered office and registered agent in the state. The agent receives legal documents and official notices on the LLC’s behalf and must be one of the following: a New Mexico resident individual; a New Mexico corporation, LLC, or partnership with a place of business at the registered office address; or a foreign corporation, LLC, or partnership authorized to do business in New Mexico with a place of business at that address.⁴

The registered agent’s name and address appear on the public record. If your agent resigns and you fail to appoint a replacement, the LLC risks administrative dissolution and loss of its liability shield.

Management: Member-Managed vs. Manager-Managed

By default, management is vested in all members. To change that, you must include a statement in the Articles of Organization vesting management in one or more managers.⁵ Managers can be members, non-members, or a combination. The choice determines who has authority to sign contracts, open bank accounts, and otherwise bind the company.

The Operating Agreement

The operating agreement is a written contract among members covering how the LLC is run: profit-sharing, voting, admission of new members, valuation of a departing member’s interest, and everything in between.⁶ New Mexico does not require the operating agreement to be filed with any state agency; it stays private among the members. Where the agreement is silent, the Act’s default rules control.

Liability Protection and Its Limits

The Act assigns the LLC’s debts and obligations solely to the company. No one is personally liable for those debts just because they are a member or manager.⁷

The shield does not cover a member or manager’s own wrongful acts. The statute states that nothing in the liability provision immunizes anyone from the consequences of their own conduct.⁷ Personal guarantees, fraud, and commingling personal and business finances can all expose you individually.

Capital Contributions

Members can contribute cash, property, or services in exchange for a membership interest, valued as of the date of contribution. If the Articles or operating agreement allow it, a member can receive an interest in exchange for a promise to contribute later, including a promissory note.⁸

A written promise to contribute is enforceable even if the member dies, becomes disabled, or otherwise cannot perform. If the operating agreement addresses default, the specified consequences apply, which can include reducing the member’s interest, forcing a sale, or forfeiture. If the operating agreement is silent, the LLC can demand cash equal to the fair market value of what the member failed to contribute.⁹

Ongoing Compliance

New Mexico imposes no annual report and no annual franchise fee on LLCs. The requirements that do apply are the continuous registered agent obligation, internal record-keeping, and state tax registration.

Internal Records

The Act requires every LLC to keep certain records at its principal place of business and to tell members where those records are kept:

A list of current and former members and managers with mailing addresses.
Copies of the Articles of Organization and all amendments.
Federal, state, and local tax returns and financial statements for the three most recent years.
Every current and prior version of the operating agreement.
Records of each member’s capital contributions, including any promises to contribute in the future.

Members may inspect and copy these records at their own expense during ordinary business hours. Failing to maintain the records does not by itself create personal liability for a member.¹⁰

State Tax Registration and Penalties

An LLC doing business in New Mexico must register with the Taxation and Revenue Department. The state imposes a gross receipts tax that functions like a sales tax but is levied on the business, with rates varying by locality because municipalities add their own increment.

Late payment penalties are steep. Negligent failure to pay a tax when due carries a penalty of 2% per month of the unpaid amount, capped at 20%. If the state determines the taxpayer willfully tried to evade tax, the penalty is 50% of the tax owed or $25, whichever is greater.¹¹

Federal Tax Classification

The Act creates the entity; the IRS decides how it is taxed. A single-member LLC is a disregarded entity by default, and a multi-member LLC is treated as a partnership. Either can elect corporate taxation on IRS Form 8832, and some go further and elect S corporation treatment on Form 2553.¹²

Privacy and Ownership Disclosure

New Mexico’s LLC Act does not require member or manager names and addresses to appear in the Articles of Organization for a domestic LLC.¹³ The only individual named on the public filing is the registered agent.

Privacy has limits. The IRS still requires ownership information on federal tax returns, and courts can order disclosure in litigation. On the federal beneficial-ownership front, as of March 2025 FinCEN issued an interim final rule exempting all U.S.-formed entities from the Corporate Transparency Act’s beneficial ownership reporting requirement, so New Mexico LLCs currently have no federal BOI filing obligation.¹⁴ This area is actively changing; check FinCEN announcements before relying on the current state of the rule.

Amending the Articles of Organization

You must file articles of amendment with the Secretary of State when you change the LLC’s name, its dissolution date, or its management structure (switching between member-managed and manager-managed). Amendments can also address other changes. The filing must include the LLC’s name, the date the original articles were filed, and the specific changes being made.¹⁵

Dissolution

A New Mexico LLC dissolves when one of three events occurs: an event specified in the Articles of Organization or operating agreement triggers dissolution, members holding a majority of voting power consent to it in writing, or a court enters a decree of judicial dissolution.¹⁶

After dissolution, the LLC continues to exist only to wind up its affairs. Those authorized to conduct the wind-up must file articles of dissolution with the Secretary of State stating the LLC’s name, the cause of dissolution, and who has authority to act. The articles of dissolution must also confirm that the LLC has resigned as registered agent for any other entity or does not serve as one.¹⁷

Foreign LLCs Doing Business in New Mexico

If your LLC was formed in another state and you want to do business in New Mexico, you must register as a foreign LLC. The filing fee is $100, and you must submit a certificate of good standing from your home state dated within 30 days of filing. Unlike the domestic filing, the foreign LLC application requires management information and a business purpose, along with your LLC’s home-state name, formation date, and a New Mexico registered agent with a physical street address.¹⁸

If a foreign LLC’s registered agent resigns and no replacement is appointed, the Secretary of State automatically becomes the agent for service of process, which means a lawsuit could be served without the LLC’s actual knowledge until the deadline to respond has passed.¹⁸

1
Justia. New Mexico Code 53-19-8 – Articles of Organization
2
Justia. New Mexico Code 53-19-7 – Formation
3
Justia. New Mexico Code 53-19-3 – Name
4
Justia. New Mexico Code 53-19-5 – Registered Office and Registered Agent; Change of Principal Place of Business
5
Justia. New Mexico Code 53-19-15 – Management by Members or Managers
6
Justia. New Mexico Code 53-19-2 – Definitions
7
New Mexico Secretary of State. New Mexico Limited Liability Company Act – Section 53-19-13
8
New Mexico Secretary of State. New Mexico Limited Liability Company Act – Section 53-19-20
9
New Mexico Secretary of State. New Mexico Limited Liability Company Act – Section 53-19-21
10
Justia. New Mexico Code 53-19-19 – Records and Information
11
Justia. New Mexico Code 7-1-69 – Civil Penalty for Failure to Pay Tax or File Return
12
Internal Revenue Service. LLC Filing as a Corporation or Partnership
13
U.S. Government Accountability Office. Company Formations: Minimal Ownership Information Is Collected and Available
14
FinCEN. FinCEN Removes Beneficial Ownership Reporting Requirements for US Companies and US Persons
15
New Mexico Secretary of State. New Mexico Limited Liability Company Act – Section 53-19-11
16
Justia. New Mexico Code 53-19-39 – Dissolution
17
Justia. New Mexico Code 53-19-41 – Articles of Dissolution
18
New Mexico Secretary of State. Foreign Limited Liability Company Application Checklist