How to Form an LLC in New Mexico

A limited liability company (LLC for short) is a way to legally structure a business. It combines the limited liability of a corporation with the flexibility and lack of formalities provided by a partnership or sole proprietorship. Any business owner who seeks to limit his or her personal liability for business debts and lawsuits should consider forming an LLC.

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. 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.

3. 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
• the effective date of filing the Articles
• the LLC's period of duration--perpetual or a term of years
• the LLC's purpose--leave blank if LLC has a general business purpose
• the name and address of the LLC’s registered agent
• the LLC's email address and phone number (optional)
• the address of the LLC' s principal place of business plus mailing address if different
• whether the LLC will be run by a manager or member
• whether the LLC has only one member, and
• the name and contact information for the LLC's organizer.

The articles must be filed online. The filing fee is $50.

4. Prepare an Operating Agreement

An LLC operating agreement is not required in New Mexico, but is highly advisable. This is an internal document that establishes how your LLC will be run. It sets out the rights and responsibilities of the members and managers, including how the LLC will be managed. It can also help preserve your limited liability by showing that your LLC is truly a separate business entity. In the absence of an operating agreement, state LLC law will govern how your LLC operates.

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. 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 it will have employees or 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 guidance on state and local business permits, check the State of New Mexico business portal website. For more information, see Nolo's article How to Get a Small Business License in New Mexico.

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. For more information, see Nolo's Article New Mexico LLC Annual Filing Requirements.

State Taxes: New Mexico requires pass-through entities, including multi-member 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. This requirement does not apply to single member LLCs, which are treated as sole proprietorships for tax purposes unless they elect different tax treatment.

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.

6. 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.