New Mexico LLC Formation – Basics & Helpful Information
General Overview of the New Mexico LLCThis article is meant to be a general overview of the New Mexico LLC formation process and other basic issues related to LLCs.
New Mexico Filing Fees
The New Mexico Secretary of State charges $50 for the Articles of Organization for a New Mexico LLC. The Articles of Organization must be be filed by mail or dropped off at the Secretary of State’s office. Payment must be made by check or money order, made payable to the New Mexico Secretary of State (NMSOS).See full fee schedule →
New Mexico Filing Time
The New Mexico Secretary of State will process Articles of Organization in about 3 business days after filing, however, you can pay $100 to expedite the process to 2 business days or $150 for same-day processing.
New Mexico Annual Compliance Requirements
Unlike New Mexico Corporations, New Mexico LLCs are not required to file annual reports. However, New Mexico does require LLCs to file an Income and Information Return for Pass-Through Entities (PTE). You can download a copy of the required form from the website for New Mexico Taxation and Revenue Department (TRD).
Form an LLC in New Mexico
You can use this checklist to help guide you through the process of forming a New Mexico LLC:
Step 1: Decide on a Business Name
One of the first things a business owner does is select a name. If you are going to create an LLC in New Mexico, you will need to make sure the name is available. Click here to check the availability of a name (at the state level). Once you find an available name, you can register it for 120 days for $20 by filing a name reservation form in person or via mail.
It is also highly recommended that you check the US Patent and Trademark Office to see if someone has a federal trademark of the business name you want (the New Mexico SOS will not check other state’s databases or the federal trademark database). You can click here to have a comprehensive name availability search performed for you.
A New Mexico LLC name must contain the words limited liability company or limited company or the abbreviation L.L.C., LLC, L.C., or LC. The name of the LLC must not be the same as or deceptively similar to, another name in the records of the New Mexico Secretary of State. The word “limited” may be abbreviated as “ltd.” and the word “company” may be abbreviated as “co.”
Step 2: Register your LLC with the State
New Mexico Articles of Organization
The Articles of Organization (when filed with the New Mexico Secretary of State) is what creates the LLC. You can access a form Articles of Organization on the New Mexico SOS website.
The following items will be needed when forming an LLC in New Mexico:
- The signed original Articles of Organization;
- The signed original of the Statement of Acceptance of Appointment by Designated Initial Registered Agent;
- $50 filing fee, made payable to the New Mexico Secretary of State (NMSOS);
- A completed Document Delivery Instructions Form.
You must file the Articles of Organization in person or via the mail.
The New Mexico Articles of Organization must include (at a minimum):
- Name and Address of LLC
- Duration of existence
- Name and Address of the initial registered agent (PO Box not allowed)
- The LLC’s principal place of business, if different from its registered agent’s address
- Mailing address of the LLC
- Whether the LLC will have Managers
- Whether the LLC will have only one Member
- The effective date of the Articles of Organization, if not the date of filing
- Name and address of the Organizer (or the Organizer’s Agent)
- Include a signed Statement of Acceptance of Appointment by Designated Initial Registered Agent
New Mexico Registered Agent Information
New Mexico LLCs must have a registered agent in the state of New Mexico to receive official documentation and governmental communications. The registered agent can be a member of the LLC, or a trusted third party who resides in New Mexico. The name and physical address of the registered agent must be included in the LLC’s Certificate of Organization.What is a Registered Agent? →
Step 3: Create and Sign the LLC’s Governing Document
The governing document for an LLC is called the “company agreement” or sometimes the “operating agreement”. The company agreement is to an LLC like a partnership agreement is to a partnership (or bylaws to a corporation). The company agreement governs the internal operation of the LLC and is typically a private document that is kept in the company book and the principal place of business (it is NOT filed with the state). The company agreement can address many issues, some of the more common concepts found within a company agreement are:
- Limitations on the members liabilities
- The level of consent needed to take various actions (i.e. simple majority required to add new members)
- The percentage of the LLC that each member owns
- How profits and losses are allocated between the members (typically based on ownership percentages)
- Limitations on transferability
- What each member is contributing to the LLC and what happens is such contributions are not made.
- The authority of the members, officers, managers, committees, etc.
- How meetings are conducted
One of the reasons we recommend using an LLC formation company like IncFile is that they can provide you with a company agreement in connection with their New Mexico LLC formation services.
Step 4: Get an EIN
After you form a New Mexico LLC, you can get the EIN. There are a few different ways to get an EIN:
- Apply Online Yourself: The IRS has an online EIN Application you can use to get an EIN. The turn around time on the EIN using this method is only a few minutes.
- Use Form SS-4: You can get an EIN the old fashion way by completing Form SS-4 and mailing or faxing into the IRS. How long does it take to get the EIN this way? According to the IRS: if you mail in Form SS-4, it will take 4-5 weeks to get your EIN. If you fax in Form SS-4 you should have the EIN back in a week if you provide a fax number or 2 weeks if you don’t have a fax number.
- Have a Third-Party Obtain: All of the LLC formation companies have the ability to get the EIN for you. The EIN obtainment charge varies by company, but it is generally between $50 and $100. If you get one of the higher priced packages, they will sometimes throw in the EIN for free.
Step 5: Get Licenses and Permits
After you create your new New Mexico LLC, you’ll need to determine if your business/profession requires any license or permits to conduct business.Read more about New Mexico Licensing and Permitting →
Registering a Foreign LLC in New Mexico
If you have a non-New Mexico LLC (aka Foreign LLC) and you are doing business in New Mexico, you may need to register the Foreign LLC in New Mexico. Each state has a different definition of “doing business”. In New Mexico, the kinds of activities that would not constitute “doing business” are outlined in the New Mexico Statutes Annotated, Section 53-19-54.
The filing fee for the Application for Certificate of Registration of Foreign LLC in New Mexico is $100.See more about registering a foreign LLC in New Mexico →