How to Form a PLLC in New Mexico

Here are the basic rules for forming professional limited liability companies (PLLC) in New Mexico.

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As a licensed professional in New Mexico you may be able to structure your business as a New Mexico professional limited liability company (PLLC). This will give you protection from several important types of liability. It also may provide certain tax advantages compared to other ways of structuring your business.

What is a New Mexico PLLC?

In New Mexico, a PLLC is simply a limited liability company (LLC) formed specifically by people who will provide New Mexico licensed professional services. LLCs in general are businesses registered with the state that consist of one or more people—called LLC members—who own the business. Like other LLCs, PLLCs protect their individual members from people with claims for many (but not all) types of financial debts or personal injuries.

Note: New Mexico law doesn't use the term PLLC. For this article, a PLLC simply means an LLC formed by licensed professionals providing professional services.

What is a Professional Service in New Mexico?

New Mexico's LLC Act does not mention professional services. The Act merely states that an LLC "may conduct or promote any lawful business or purpose." By contrast, other states' LLC laws frequently allow for, and provide specific lists of, professional services. These lists typically include, at a minimum, physicians, surgeons, dentists, lawyers, certified public accountants, professional engineers, architects, and veterinarians, but often include other professions, as well. (New Mexico's law for professional corporations, which are entities similar to PLLCs, does provide a list of examples of professionals that can form professional corporations, including: certified public accountants, registered public accountants, chiropractors, optometrists, dentists, osteopaths, podiatrists, architects, veterinarians, doctors of medicine, doctors of dentistry, physicians and surgeons, attorneys-at-law and life insurance agents.)

In a few instances, New Mexico regulatory laws or licensing board rules for specific professions (such as accounting or architecture) indicate that professionals in these areas can form LLCs. Moreover, as a practical matter, many New Mexico LLCs in areas like accounting and law already exist. However, regulatory laws for some other professions may prohibit professionals in those areas from forming LLCs. In sum, if you have any question about whether your licensed or authorized profession is prohibited from forming a New Mexico LLC, you should check the state law and regulatory board rules for your profession, and consult with a local business attorney.

How Do I Form a New Mexico PLLC?

Assuming you're not otherwise prohibited from doing so, to form your New Mexico PLLC you'll need to:

  • have the state license for each professional who will be a member of the company (licenses may be required for either some or all members depending on the profession)
  • check with the relevant state licensing board for your profession to see if its approval is required (and, if so, obtain the necessary documentation showing that approval), and
  • file articles of organization with the New Mexico Secretary of State (SOS).

You can download a blank articles of organization form (Form DLLC) or file online by going to the SOS website. The form is designed for use with all LLCs and does not include any information specifically for PLLCs. The current filing fee is $50.

Naming Restrictions

A New Mexico LLC's name must contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC". The word "limited" may be abbreviated as "ltd." and the word "company" may be abbreviated as "co.". Other naming restrictions also apply. For additional important information on LLC names, check the Business Name, Location & Licenses section of the Nolo website.

Service and Membership Restrictions

There can be service or membership restrictions on New Mexico PLLCs providing specific types of professional services. For example, for an accounting PLLC, New Mexico law requires a majority of the ownership to be licensed accountants. Check the regulatory statute and licensing board rules for your particular profession and consult with a local business attorney for more details. Also, keep in mind that New Mexico PLLCs and/or their members are subject to the regulation of the relevant state professional licensing authorities.

Operating Agreement

You should make sure you have an operating agreement for your PLLC. Unlike professional licenses, articles of organization, naming restrictions, and membership restrictions, this is not a state requirement. However, it is important to have an operating agreement so that other members of the PLLC (if any), as well as outside companies and businesses (for example banks), know what the internal rules are for the company. Depending on your own level of knowledge and expertise, you should consider having a lawyer assist you in preparing this document.

A PLLC Will Not Protect You From All Liability

Forming your professional service business as a PLLC will protect you personally from:

  • creditors seeking to collect unpaid debts owed solely by the PLLC
  • liability for the malpractice of other PLLC members, and
  • people who are personally injured in connection with your PLLC because of things having nothing to do with your own professional malpractice or torts (for example, if someone slips and falls in your PLLC's offices).

Regarding protection from liability for the malpractice of fellow PLLC members, be aware that, for some professions in some states, PLLC members are required to have a minimum amount of malpractice insurance before they are eligible for such protection. Therefore, it's always a good idea to double check your state's PLLC laws, as well as your state's rules for your particular profession, regarding minimum insurance requirements.

Meanwhile, you are personally responsible if:

  • you personally guarantee repayment of a business loan
  • you engage in professional malpractice (such as completely botching a patient's treatment or egregiously mishandling a client's case), or
  • you intentionally or negligently commit a tort (such as assaulting someone).

Because you are not protected from your own malpractice, you should make sure you have professional liability insurance—and, if applicable, that your coverage meets any minimum insurance requirements.

A PLLC is Different From a Professional Corporation

A PLLC is not the same thing as a professional corporation (PC). A PLLC is a newer type of business entity than a PC. Here are some of the key differences:

  • a PLLC, like other LLCs, is comprised of members, but a PC, like other corporations, is comprised of shareholders
  • following from the previous point, PLLC ownership consists of so-called membership interests in the business, but PC ownership is based on shares of stock; and
  • a PLLC, like other LLCs, is a so-called pass-through tax entity, meaning that in most states (including New Mexico) only the individual members have income tax obligations, while a PC, like other corporations, usually has its own income tax obligations.

The tax differences between PLLCs and PCs can become complicated. For example, a PC can elect a special tax status (S corporation status) that effectively makes it a pass-through tax entity like a PLLC. And, meanwhile, PCs that don't elect special status may be subject to double taxation—in other words, both the PC itself and its shareholders may have to pay taxes on business income.

New Mexico allows professionals to form both PLLCs and PCs, and both PLLCs and PCs provide liability protection for, respectively, their members or shareholders. Because the protection is essentially the same for both PLLCs and PCs, but PLLCs are simpler to create and operate, many professionals prefer the PLLC structure.

Additional Information

For more information on the requirements for forming and operating an LLC in New Mexico, such as those relating to annual reports and taxes, see Nolo's articles in 50-State Guide to Forming an LLC and 50-State Guide to Annual Report and Tax Filing Requirements for LLCs, along with the other articles on LLCs in the LLC section of the Nolo website.

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