Here are the steps you should take to form a partnership in the state of New Mexico. A partnership (also known as a general partnership) is created whenever two or more people agree to do business together for profit, even if there is no intent or written agreement to form a partnership. While there are no formal filing or registration requirements needed to create a partnership, partnerships must comply with registration, filing, and tax requirements applicable to any business. There are also some steps every partnership should take to make sure they follow sound business practices when they start their new venture.
To form a partnership in New Mexico, you should take the following steps:
- Choose a business name.
- File a business trademark (optional).
- Draft and sign a partnership agreement.
- Obtain licenses, permits, and zoning clearance.
- Obtain an Employer Identification Number.
To find out how to establish a partnership in any other state, see Nolo’s 50-State Guide to Forming a Partnership. To read more about partnerships in general (including the difference between a partnership and limited partnership), see Nolo’s section on Partnerships.
1. Choose a Partnership Name
In New Mexico, a partnership may use the surnames of the individual partners or may use a fictitious business name. If you plan to use a fictitious business name, it must be distinguishable from the name of any other company currently on record. It is also a good idea to choose a name that is not too similar to another registered business because of common law and federal trademark law protections. To make sure your business name is available, run a search in the following government databases:
- New Mexico Corporations Division
- U.S. Patent & Trademark Office: (Click on the TESS link under Tools.)
2. File a Business Trademark
If you use a business name that is different from the surnames of the individual partners, New Mexico does not have a method for registering your trade name. Some of the forms you are required to file may ask for your trade name so it is important to have documentation of it in your partnership files. If you are using your trade name on goods or services that are offered to the public you may be able to register your trade name as a trademark. More information on filing a trademark in New Mexico is available from the New Mexico Secretary of State.
3. Draft and Sign a Partnership Agreement
A partnership agreement is not a mandatory legal requirement for establishing a partnership. However, it is a very important step to ensure there are no misunderstandings between you and your partners. A well-drafted partnership agreement will help you decide in advance how to handle certain situations.
Here’s a list of some of the items that should be covered in your partnership agreement:
- each partner’s contribution to the partnership
- the allocation of profits, losses, and draws
- the partners’ authority and management duties
- voting rules for decision-making
- how to admit new partners
- what happens upon the bankruptcy, withdrawal, or death of a partner, and
- how to resolve disputes.
Even well intentioned, honest partners can find themselves in a legal battle if they do not have a written partnership agreement memorializing their initial purposes. Your partnership agreement can always be amended at a later date should circumstances or conditions change. For help creating your partnership agreement, see Form a Partnership: The Complete Legal Guide, by Denis Clifford and Ralph Warner (Nolo).
4. Obtain Licenses, Permits, and Zoning Clearance
Your business may need to obtain business or professional licenses depending on the type of business activity you are engaged in. New Mexico does not provides a comprehensive website of every occupation that requires a license by a partnership. However, the New Mexico Public Regulation Commission can help you obtain the necessary information to become fully licensed to do business in New Mexico. In addition, local regulations, including licenses, building permits, and zoning clearances, may apply to your business. You will need to check with your city and county governments for more information.
5. Obtain an Employer Identification Number
Partnerships are required by the IRS to obtain an Employer Identification Number, or EIN. This is a nine-digit number issued by the IRS for tax reporting purposes. Partnerships must have an EIN regardless of whether or not they have employees. Registering for an EIN can be done online at the IRS website.
In New Mexico, businesses are required to report taxes and file various employee reports. You may need to use your EIN when registering your business to report taxes through the New Mexico Taxation and Revenue Department. If you have employees, you must report and pay employment taxes on a periodic basis. You will be able to report and pay all employment related taxes by registering with the New Mexico Department of Workforce Solutions.
It is important to consider doing the following once you have created your partnership:
- Open a business bank account. Using your assumed business name and EIN, you should set up a bank account to keep your business and personal finances separate.
- Obtain general liability insurance. Because partners of a partnership are personally liable for all debts and obligations of the business, a business liability insurance policy may be your only financial protection against unforeseen events. Having adequate business liability insurance can protect your business and personal assets in the event of a lawsuit or other claim against your business.
- Report and pay taxes. Depending on your specific business activities, you may be required to report and pay taxes, such as sales tax and use tax. You can obtain more information by registering with the New Mexico Taxation and Revenue Department.