Form an LLC in New Mexico

Filing the Articles of Organization

The New Mexico Secretary of State takes no paper: "All business filings have moved to online process. We will no longer accept paper filings for any business applications." A New Mexico LLC formation therefore has one method and one price, and there is no address to mail an original to. Filings run through SOS Enterprise, which the office's Business Online Filing Help calls "the NM Secretary of State filing system for Business filings," at enterprise.sos.nm.gov.

Rather than a turnaround estimate, the portal publishes a running date showing how far the office has reached. On September 21, 2026 its Business Filing Help and Resources panel read "Business Filings are processed through 09/13/2026," a figure that moves as the queue clears. NMSA 1978 § 53-19-63, the schedule of what "the secretary of state shall charge and collect" for LLC filings, prices no faster service, and the portal's form catalog carries no expedite form.

What the articles have to say

Section 53-19-7 lets "one or more persons" form an LLC by filing articles of organization, and they "need not be members." Section 53-19-8 is the complete list of what the articles "shall set forth": a name satisfying § 53-19-3; the street address of the initial registered office, the name of the initial registered agent at that address, and the street address of the current principal place of business if it differs; the period of duration, if other than perpetual; a statement if management is vested to any extent in a manager; a statement if the company may carry on its business and affairs as a single member LLC; and any other provision the signers choose to include.

Member and manager names are not on that list. Subsection D calls only for "a statement to that effect" where management is vested in a manager, and § 53-19-2(L) defines a manager as one "designated as manager in accordance with the articles of organization or an operating agreement," so the designation can sit in the operating agreement.

Section 53-19-9(A) has the organizer deliver the signed original articles "together with a duplicate copy, which may be either signed, photocopied or conformed" and "the statement of the person appointed registered agent, accepting appointment." That acceptance statement sits under Forms on the Secretary of State's Resources page, and the filing guide lists it as the PDF to have ready. Under § 53-19-10(A) the company "is formed when the articles of organization are filed" or at any later date the articles specify. The formation sections carry no newspaper publication requirement.

Fee and payment

The fee is $50, set by § 53-19-63(A) "for filing the original articles of organization and issuing a certificate of organization" and listed on the portal as "Non-Refundable Application Fee: $50.00." Payment is by credit card, debit card or electronic check, with "a convenience fee assessed on credit and debit card transactions." The money does not come back: "Filing fees are non-refundable. Rejected documents require resubmission and new filing fee."

Naming a New Mexico LLC

Section 53-19-3(A) requires the name to "contain the words 'limited liability company' or 'limited company' or the abbreviation 'L.L.C.', 'LLC', 'L.C.' or 'LC'," and allows two contractions inside it: "limited" may be abbreviated "ltd." and "company" may be abbreviated "co."

Subsection B requires the name to be distinguishable from any LLC, limited partnership or corporation existing under New Mexico law, any foreign LLC or corporation authorized to transact business in the state, and any reserved name. The section has exactly three subsections: that ending requirement, that distinguishability rule, and an exception for an applicant with a final court decree establishing a prior right to the name. It lists no restricted words. Availability is checked through Public Business Search on the portal.

Section 53-19-4(B) reserves an approved name "for the exclusive use of the applicant for a period of one hundred twenty days after the date the application is filed," for $20 under § 53-19-63(H). The reservation cannot be renewed: the 2003 amendment to § 53-19-4 deleted the subsection that had allowed "successive periods of one hundred twenty days each."

Trade names live inside the articles

A second operating name is part of the formation document. Since Laws 2021, ch. 68, § 7, § 53-19-3(A) has required that the LLC's name and, if different, "the name under which it proposes to transact business in New Mexico shall be stated in its articles of organization." The portal's form catalog holds no trade name, DBA or fictitious name filing for an LLC. Adding or changing that name means articles of amendment, which § 53-19-11(A)(1) requires to carry the same pair of names, at $50.

Registered agent

Section 53-19-5(A) requires an LLC to maintain in New Mexico "a registered office that may be the same as the limited liability company's principal place of business" and a registered agent for service of process. The agent may be a New Mexico resident, or a domestic or authorized foreign corporation, LLC or partnership whose place of business in the state is the same as the registered office. The statute speaks only of street addresses.

A change is filed as a statement confirming that the agent's address matches the registered office address, or the new one where the office moves at the same time, and carrying "the statement of the successor registered agent that the agent accepts the appointment" (§ 53-19-5(B)(4)). Section 53-19-63(I) sets $20 for that statement. The New Mexico registered agent guide has more.

Letting the agent lapse is what puts the registration at risk. Section 53-19-66.1 lets the Secretary of State revoke an LLC that "has failed for a period of thirty days to appoint and maintain a registered agent," or that has gone thirty days after changing its registered office or agent without filing the statement of change. A revoked company may apply within two years to be reinstated, stating that the grounds did not exist or have been eliminated; reinstatement relates back, so the company "resumes carrying on its business as if the administrative revocation had never occurred" (§ 53-19-66.2).

No report to the Secretary of State

A New Mexico LLC files no periodic report. The Corporate Reports Act reaches corporations: § 53-5-2(A) requires the report from "a domestic or foreign corporation that is not exempted," and the $200 civil penalty in § 53-5-7(A) falls on a corporation that misses one. Section 53-19-63, the Limited Liability Company Act's complete fee schedule, prices no report. That leaves the registered agent as the only standing obligation at that office, since both grounds for revocation in § 53-19-66.1 are about the agent.

State tax registration and gross receipts tax

Secretary of State registration and Taxation and Revenue Department registration are separate steps at separate agencies. The department's rule is broad: "Anyone who engages in business in New Mexico must register with the Taxation and Revenue Department." A business with no physical presence registers once its taxable gross receipts sourced to the state reach "at least one hundred thousand dollars ($100,000)" in the prior year.

Registration produces a New Mexico Business Tax Identification Number, used for Gross Receipts Tax, Compensating Tax, Governmental Gross Receipts Tax and the wage and non-wage withholding programs. "There is no fee to register or obtain a Business Tax Identification Number." It runs online through the department's Taxpayer Access Point, by selecting "Apply for a New Mexico Business Tax ID," or on Form ACD-31015 at a district tax office by appointment.

Gross receipts tax is the recurring one: a business engaged in business in the state "must file a New Mexico tax return and pay gross receipts tax for the privilege of doing business in New Mexico." The rate depends on where the transaction lands, because "the total rate combines the rates imposed by the state, counties, and municipality for each location." The department points filers to its Gross Receipts Location Code and Tax Rate Map.

Income tax filings

"S-corporations, partnerships, limited liability companies and other pass-through entities doing business in the state must file a New Mexico income tax return," on Form PTE, Form S-Corp or Form FID-1 by federal classification, due "on or before the due date of your federal return for the tax year." The entity must also "deduct and withhold tax from each non-resident owner's allocable share of net income" and remit it "to the Department annually," reported for 2023 forward on that same return.

One tax reaches an LLC only through a federal election. The department's definition of "corporation" for Corporate Income and Franchise Tax includes an LLC "taxed as a corporation under the United States Internal Revenue Code," and such a taxpayer "must use form CIT-1, Corporate Income and Franchise Tax Return to report the $50 annual Franchise Tax." The New Mexico LLC tax guide goes further.

Occupational licensing

Licensing sits with the Regulation and Licensing Department, which regulates "more than 400,000 individuals and businesses in 35 industries, professions, and trades," from Alcoholic Beverage Control to Construction Industries. SOS Enterprise sends licence-status questions to that department's verification page.

Operating agreement and EIN

New Mexico writes a form requirement into the definition itself. Section 53-19-2(O) defines an operating agreement as "a written agreement providing for the conduct of the business and affairs of a limited liability company and that agreement as amended in writing." It is not required to form the company and is not delivered to the Secretary of State, but § 53-19-19(A)(4) requires the company to keep "a copy of every current and prior operating agreement, and every amendment to each of those operating agreements" at its principal place of business and to tell its members where that is. The operating agreement guide covers what these documents contain.

An EIN comes from the IRS rather than from any New Mexico agency. The EIN guide sets out the application steps.

Dissolution and foreign registration

A filed dissolution is reversible here. Section 53-19-41(D) provides that articles of dissolution "may be amended at any time and from time to time or revoked at any time," effective on delivery for filing unless they state otherwise, and § 53-19-63(D) prices "articles of dissolution or revocation of dissolution" together at twenty-five dollars, matching the portal's $25.00 fee. The articles also carry a confirmation added in 2019: under § 53-19-41(B)(6) the company states that it "has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico."

Dissolution itself is triggered by an event specified in the articles or an operating agreement, by "the written consent of members having a majority share of the voting power of all members" unless those documents say otherwise, or by a decree of judicial dissolution. Legal existence then "shall continue until all its business and affairs are wound up" (§ 53-19-39). The New Mexico dissolution guide covers the steps.

An LLC formed elsewhere registers for $100 under § 53-19-63(K) and on the portal, with a home jurisdiction certificate of good standing "current within thirty days and that has not expired at time of receipt" and the agent's signed acceptance (§ 53-19-48). Amending that registration costs $50 and cancelling it costs $25. See the foreign LLC guide.

Frequently asked questions

How much does it cost to form an LLC in New Mexico?

The fee is $50. NMSA 1978 § 53-19-63(A) charges fifty dollars for filing the original articles of organization and issuing a certificate of organization, and the SOS Enterprise portal lists the Domestic LLC Articles of Organization with a non-refundable application fee of $50.00.

Can I file New Mexico LLC articles by mail?

No. The Secretary of State's Business Services page states that all business filings have moved to an online process and that the office will no longer accept paper filings for any business applications.

Does a New Mexico LLC file an annual report?

No. The Corporate Reports Act at NMSA 1978 § 53-5-2(A) requires a report from a domestic or foreign corporation, and § 53-19-63, the Limited Liability Company Act's complete fee schedule, prices no report.

Does New Mexico offer expedited LLC filing?

NMSA 1978 § 53-19-63 lists what the Secretary of State charges for limited liability company filings and contains no expedited or priority fee, and the SOS Enterprise business form catalog contains no expedite form.

Does a New Mexico LLC register a DBA with the state?

The SOS Enterprise business form catalog contains no trade name, DBA or fictitious name filing. Under NMSA 1978 § 53-19-3(A), a name the LLC proposes to transact business under, if different from its own, is stated in the articles of organization.