How to Form an LLC in New Mexico

To form an LLC in New Mexico, here's everything you need to know.

Related Ads

Here are the steps you need to take to form an LLC in New Mexico. For more information on how to form an LLC in any state, see Nolo's article How to Form an LLC

1. Choose a Name for Your LLC

In New Mexico your LLC's name must contain the words "Limited Liability Company" or "Limited Company," or one of the following abbreviations: "LLC," "LC," "L.L.C.," or "L.C." The word "Limited" may be abbreviated as "Ltd." and the word "Company" abbreviated as "Co."

Your LLC’s name must be distinguishable from the names of other business entities already on file with the New Mexico Secretary of State. Names may be checked for availability on the Secretary of State's business name database.

You may reserve a name for 120 days by filing an application for Reservation of Limited Liability Company Name with the New Mexico Secretary of State. The application must be filed by mail. The filing fee is $20.

2. File Articles of Organization 

A New Mexico LLC is created by filing Articles of Organization with the New Mexico Secretary of State's office. The articles must include: the LLC's name and address; the name and address of the LLC’s registered agent; the LLC's dissolution date, if any; whether the LLC will be run by a manager; and whether the LLC has only one member. The articles must be accompanied by a Statement of Acceptance of Appointment by Designated Registered Agent signed by the registered agent (this document is included with the articles form). The articles must be filed by postal mail. The filing fee is $50.

3. Appoint a Registered Agent

Every New Mexico LLC must have an agent for service of process in the state. This is an individual or business entity that agrees to accept legal papers on the LLC’s behalf if it is sued. The registered agent may be a New Mexico resident or a foreign or domestic business entity authorized to do business in New Mexico. The LLC may not be its own registered agent. The registered agent must have a physical street address in New Mexico. 

All of the paperwork and procedural steps to start a limited liability company in New Mexico can be done online using Nolo's New Mexico Online LLC Formation application.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in New Mexico, but is highly advisable. For help creating an LLC operating agreement, see Form Your Own Limited Liability Company, by Anthony Mancuso (Nolo) or use Nolo’s Online LLC. If an operating agreement is created, it need not be filed with the Articles of Organization. 

5. Publication Requirements

None.

6.  Comply With Other Tax and Regulatory Requirements

Additional tax and regulatory requirements may apply to your LLC. These may include:

EIN: If your LLC has more than one member, it must obtain its own IRS Employer Identification Number (EIN), even if it has no employees. If you form a one-member LLC, you must obtain an EIN for it only if you elect to have it taxed as a corporation instead of a sole proprietorship (disregarded entity). You may obtain an EIN by completing an online EIN application on the IRS website. There is no filing fee.

Business Licenses: Depending on the nature of your business, the State of New Mexico may require that you either obtain a license, certification, or registration. For a checklist of license requirements, see the pamphlet FY1-102, For Your Information, available on the New Mexico Taxation and Revenue Department website.

State Tax Registration: All New Mexico and foreign LLCs authorized to do business in New Mexico must register with the New Mexico Taxation and Revenue Department and obtain a Combined Reporting System (CRS) identification number. You may register and obtain your CRS identification number online or you may file a paper ACD-31015, Application for Business Tax Identification Number, with any local tax office. See the Taxation & Revenue website for more information. There is no fee to register or obtain a CRS identification number. 

State Taxes: New Mexico requires pass-through entities, including LLCs, to file a New Mexico Income and Information Return for Pass-Through Entities (PTE). You must file this form with the state before the due date of your federal tax return and deduct and withhold tax from each non-resident owner's share of net income. For more information, see the New Mexico Taxation & Revenue website. 

7. Foreign LLCs

To do business in New Mexico, all LLCs organized outside of the state must register with the New Mexico Secretary of State. Foreign LLCs must appoint a registered agent for service of process physically located in New Mexico. To register, file a Foreign Limited Liability Company Application for Registration, available on the Secretary of State's website. The application must be filed by mail. The filing fee is $100. The application must be accompanied by a certificate of good standing or similar document from the LLC's home state.

by: , J.D.

LA-NOLO2:LDR.1.5.0.20140409.25642