How to Form an LLC in New Mexico in 7 Steps
Creating a New Mexico LLC requires choosing a name, filing articles of organization, setting up tax accounts, and registering for business licenses. Learn how to start and maintain a limited liability company in New Mexico.
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A critical question for entrepreneurs is which business structure is best. A limited liability company (LLC) is a business entity offering limited liability protection, pass-through taxation, and flexibility. These advantages make them a popular choice among small businesses. If you want to start an LLC in New Mexico, you can follow the step-by-step guide below.
Steps to Form an LLC in New Mexico
Name Your LLC
The first step of LLC formation is choosing an LLC name for your business. The business name goes on your articles of organization and becomes the LLC’s legal name. There are specific rules under N.M. Stat. Ann. §53-19-3 when it comes to a New Mexico LLC name.
- Be distinctive: Your name must differ from other registered business names in New Mexico.
- Contain an LLC designator: Your LLC name should include “limited liability company” or “limited company”. You may use an abbreviation such as “limited” to “ltd.” and “company” to “co.”. Or use the abbreviations “L.L.C.”, “LLC”, “L.C.”, or “LC”.
Your NM LLC name should not contain any language to confuse it with another type of business structure, such as a corporation or a government entity.
Search Your LLC Name
First, determine if your name is available in New Mexico by doing a name search for the business entity name on the New Mexico online portal . If the name is in use, choose a different name. Next, do an internet search to ensure no other business uses your name. Type your LLC name into your favorite search engine and see if there are any matches. Finally, to avoid trademark infringement, check to see if no other businesses have trademarked your name. You can search the United States Patent and Trademark Office (USPTO) trademark database. Once you are confident that your name is unique and not trademarked, check for domain name availability. If you want to have a website for your business, this is an important step.
Protect Your LLC Name
Your business name is your brand. Protect your brand by trademarking your business name in New Mexico or with the USPTO. You can register a trademark in New Mexico online with the secretary of state and pay a $50 registration fee. You can also register your business name as a domain name, so only you can use it.
If you are not ready to file your articles of organization but want to reserve the name, file an Application for Reservation of a Domestic Limited Liability Company Name with the secretary of state and pay a $20 reservation fee. Under N.M. Stat. Ann. §53-19-4, the name reservation is good for 120 days.
Get a Registered Agent
Under N.M. Stat. Ann. §53-19-5, the State of New Mexico requires an LLC to appoint a registered agent for service of process before formally filing with the state. A registered agent receives process (legal documents) on behalf of the LLC. A New Mexico registered agent can be an individual or a company (domestic or foreign), but it must have a physical New Mexico street address. Often entrepreneurs choose a professional registered agent service company to serve as the LLC’s registered agent.
File Your Articles of Organization
You are now ready to register your new LLC with the New Mexico Secretary of State Business Services Division.
The first step in this process is to create a user account with the Secretary of State. Unlike other business formations, New Mexico only allows online filings for new LLCs.
Under N.M. Stat. Ann. §53-19-8, your New Mexico articles of organization documents must contain the following information:
- LLC name and principal business physical address of the LLC
- Effective date of the LLC
- LLC ending date or indicate it is “perpetual”
- Name and physical address of the LLC’s registered agent
- Purpose of the LLC
- Email address and mailing address of the LLC
- The structure of the LLC (manager-managed or member-managed)
- Names and contact information of the initial managers or initial members and if it is a single-member LLC
- Organizer information (an LLC organizer is the same as an “incorporator” for a corporation)
The LLC filing fee is $50 and payable by credit card.
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Draft an Operating Agreement
The New Mexico LLC operating agreement is a private business formation contract among the members/business owners. You do not file the operating agreement with the state. An operating agreement is helpful and essential to forming an LLC as it details the management structure.
The LLC operating agreement for your small business might include the following:
- Percentage of members’ ownership
- Voting rights and responsibilities
- Powers and duties of members and managers
- Distribution of profits and losses
- Holding meetings
- Buyout and buy-sell rules
Even if you are a single-member LLC, you may need an operating agreement when opening a business bank account or seeking a business loan.
Get an EIN
You will need an Employer Identification Number (EIN) If you have more than one LLC member or hire employees. An EIN is a unique tax identification number issued by the Internal Revenue Service (IRS). An EIN is like a Social Security Number for business. You use your EIN when you open a business bank account, pay employees, or apply for a company credit card. Getting an EIN is a simple process on the IRS website. You can file by fax, mail, or online. The IRS does not charge a fee for the EIN.
Set Up Business and Tax Accounts
The tax election an LLC makes determines the taxes the LLC pays. The LLC can be a pass-through organization wherein each member is taxed individually. Or it can be taxed as a corporation. Depending on your tax structure, you may pay state income tax on your individual tax returns or pay state corporate income tax on the LLC’s profits.
After registering your new LLC, you have to open a business tax account with the New Mexico Division of Taxation and Revenue. You can then apply for a New Mexico business tax identification number and register for sales and use taxes if necessary. Contact your county or city office to determine if your business needs a business license.
Check for Additional Federal or State Requirements
Check state and federal websites to determine if there are any specific rules for your business. For example, some LLCs may have to file a Beneficial Ownership Information Report (BOIR) with FinCEN. Under current law, LLCs created in the United States are “domestic reporting companies” and are exempt from the BOIR requirement.
However, laws may change, so stay up to date with state and federal requirements.
Business and Tax Requirements in New Mexico
When you start a new business and hire employees in New Mexico your LLC will have tax and withholding obligations. Additionally, your LLC may need business licenses and permits to conduct business in New Mexico.
State Business Tax
When you apply for a business tax account with the New Mexico Division of Taxation and Revenue, you will receive business tax identification numbers for taxes that apply to your business.
LLCs operating as pass-through entities (PTE) do not have to pay a state tax. The earnings of the LLC pass through to the members’ individual tax returns, and they pay a state income tax on those earnings.
Multi-member LLCs must file Form PTE, New Mexico Information Return for Pass-Through Entities. Single-member LLCs are exempt. If your LLC elects corporate tax status with the IRS, the LLC must pay a franchise tax and file a CIT-1, Corporate Income, and Franchise Tax Return to report the $50 annual Franchise Tax.
State Employer Tax
Your LLC is subject to state rules if it has employees—even if they are also members. Set up wage withholding tax accounts with the state. You register all new employees with the New Mexico New Hire program within 10 days of starting the job.
You must also register for Workers’ Compensation Insurance and Unemployment Insurance.
Sales and Use Taxes
You might pay a gross receipts tax if you perform services in New Mexico. Check with the New Mexico Taxation and Revenue Department to see if your business is exempt from gross receipts tax.
Business Licenses and Permits
Depending on your business or profession, you may need a license or permit in New Mexico. Check with the New Mexico Regulation and Licensing Department to apply for a license or permit.
Registration in Other States
If you want your New Mexico LLC to do business in another state, contact the Secretary of State’s office in that state to register as a foreign LLC. You may need a certificate of good standing to show the new state your LLC is compliant with New Mexico’s regulations. Use the Secretary of State’s portal to request a certificate of good standing. The fee is $25.
Annual Requirements in New Mexico
Most states require your LLC to file an annual report to update the secretary of state’s office about your LLC. Typically, you pay a yearly fee along with the report. The good news is that New Mexico does not require LLCs to file an annual report or pay a yearly fee to the Secretary of State’s office.
New Mexico LLC Formation FAQs
The state fee for filing articles of organization in New Mexico is $50.
Single-member LLC. Only one member owns a single-member LLC. Single-member LLCs have the same formation requirements as multi-member LLCs.
Multi-member LLC. Many people or "members" own a multi-member LLC. The members name a person or a group of people as "manager-members" to operate the LLC.
Professional LLC. Only professionals licensed by their state, such as doctors, lawyers, and accountants, can own a professional limited liability company. New Mexico does not recognize professional LLCs or PLLCs. However, licensed professionals may still create an LLC for their business.
The articles of organization is proof that you registered your LLC with the Secretary of State. Banks may ask to see your articles of organization for you to open business bank accounts. You can order a copy of your articles of organization on the Corporations and Business Services website.
A certificate of good standing legitimizes the status of your LLC. It proves your business complies with state laws and you are current with any fee or filing obligations. When getting a bank loan or registering your LLC to do business in another state, you may need to show a certificate of good standing. You can order your certificate of good standing online for a $25 fee.
New Mexico only allows you to form LLCs online. You will need the following:
- LLC business name
- A registered agent
- A registered office address (a physical street address in New Mexico)
- Completed the online application with member information
- A $50 filing fee
There are many benefits of choosing an LLC in New Mexico, including:
- Your personal assets are protected from claims and debts of the LLC.
- You can opt for a tax structure similar to a sole-proprietorship or partnership.
- There are fewer reporting and recordkeeping requirements than corporations.
- LLCs in New Mexico do not have to file annual reports or pay annual fees.
- You can be an anonymous member/manager. New Mexico allows anonymous LLCs, meaning the name of the LLC’s manager is not on the articles of organization which is a public record.
The good news is that New Mexico, in contrast to most states, does not have annual report and filing requirements for LLCs that operate as pass-through entities. However, you do have to file an Information Return for Pass-Through Entities (PTE) if your LLC is a multi-member LLC. Single-member LLCs operating as pass-through entities do not file the annual PTE report.
No. The articles of organization is the first legal document to establish your LLC in New Mexico. An operating agreement is an internal business document outlining the management structure, rules for distributing profit and losses, and members’ rights and duties. You file the articles of organization with the Secretary of State. You do not file the operating agreement with the state.
Generally, if you want to do business under a name that is different than your registered LLC legal name, you file a DBA or "doing business as" with the state or local government, such as a county clerk. However, New Mexico does not provide for DBA registration on any governmental level. For more information about using a DBA in New Mexico, read this FindLaw article about New Mexico DBAs.
The New Mexico Regulation and Licensing Department governs certain professions in New Mexico, such as therapists, accountants, and landscape architects. Visit their website to see if your business needs a license or permit. Additionally, the city where you operate your business may require a business license. Check with your city and county governments for their rules.
Yes. New Mexico has an online portal for LLC registration. You set up a new user account and complete the application process. If you don’t want to set up an online account with the Secretary of State, you can use an online LLC formation service company to handle the process.
Office of the Secretary of State
325 Don Gaspar
Santa Fe, New Mexico 87501
Yes. A registered agent service company can serve as your registered agent. The agents can set up your LLC in New Mexico and handle all correspondence with the state. Although you or another member of your LLC can be the registered agent, there are benefits to using a professional registered agent:
- Privacy. They accept service of process at their address, keeping lawsuits away from your place of business.
- Protection of Business Location. The registered agent provides their address on the record. This may be important to you if you don’t want to reveal your business location (for example, if you work from home).
- Compliance. They forward you mail and notify you of any tax or reporting deadlines. You keep your LLC in good standing.
- Assistance. They help you get the documents you need, such as a copy of your articles of organization or certificate of good standing.
An LLC formed in New Mexico is a domestic LLC. An LLC formed outside New Mexico is considered a foreign LLC. Suppose you do not have a domestic LLC and want to operate your business in New Mexico. In that case, you must either form a domestic LLC in New Mexico or register an LLC formed in another state for permission to operate in New Mexico as a foreign LLC.
If you want your LLC to operate in another state, register as a foreign LLC. Registration requirements for foreign LLCs generally have the following steps:
- Check that your business name is available by searching the business records in the new state
- Complete their form to apply as a foreign LLC
- Show your LLC’s certificate of good standing from New Mexico
- Pay the foreign LLC registration fee
- Set up business and tax accounts (if necessary) in the new state
- File annual reports in the new state (if required)
If you have formed an LLC in another state but would like to operate your business in New Mexico, you apply to the Secretary of State as a foreign LLC. First, check the name availability to see if you can use your business name in New Mexico. Then complete the following steps:
- Download the Application for Registration of a Foreign Limited Liability Company
- Complete the application and attach with a certificate of good standing from your home state
- Mail the form with a check for $100, payable to the New Mexico Secretary of State
- Mail to: New Mexico Secretary of State, Business Services Division, 325 Don Gaspar, Suite 300, Santa Fe, NM 87501
If you want to close your LLC in New Mexico, you file articles of dissolution. New Mexico has specific procedures to shut down your LLC properly:
- Follow the dissolution procedures in your LLC operating agreement (if there are any)
- Close tax and business accounts
- Download the Domestic Limited Liability Company Articles of Dissolution
- Mail the form with a check for $25, payable to the New Mexico Secretary of State
- Mail to: New Mexico Secretary of State, Business Services Division, 325 Don Gaspar, Suite 300, Santa Fe, NM 87501
New Mexico is one of the few states allowing anonymous LLCs. An anonymous LLC does not require you to list the name of the LLC’s member/manager on the articles of organization. Most states mandate that your name appears on the articles of organization which is a public record at the Secretary of State. Delaware, Nevada, and Wyoming are other states that offer anonymous LLC formation.
Disclaimer: The information presented here does not constitute legal advice or representation. It is general and educational in nature, may not reflect all recent legal developments, and may not apply to your unique facts and circumstances. Consider consulting with a qualified business attorney if you have legal questions.
How to Start an LLC in Other U.S. States
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