Starting a New Mexico LLC might just be the best decision you make amidst the state’s sweeping deserts and the ever-enticing aroma of green chile. Beyond the scenic landscapes and vibrant culture, New Mexico offers a fertile ground for businesses. Whether you’re envisioning the next big tech startup or a niche café in downtown Albuquerque, establishing an LLC could be your foundation.
Embarking on the limited liability company (LLC) journey in New Mexico is a quest — perhaps not as straightforward as sipping on the local pinon coffee, but with perseverance, it’s a rewarding one. And while a touch of patience is key (and maybe a “Breaking Bad” episode or two for relaxation), rest assured, we’ve got the roadmap for you.
To tap into the benefits of an LLC, make it official by registering with New Mexico’s Office of the Secretary of State (SOS). This step ensures your business has its rightful spot under the New Mexico sun, searchable and monitored for compliance.
Every LLC rooted in New Mexico will need a unique business name and a registered agent, someone to handle those critical legal notifications. Additionally, penning an operating agreement can be the backbone of harmony and clarity within your LLC’s operations. You’ll also likely need a federal tax identification number from the IRS.
Sounds like a lot? Breathe easy! We’re here to break it all down for you, step by step.
Just to clarify, if you’re contemplating foreign LLCs (those conjured outside of New Mexico) or perhaps a professional LLC (PLLC), you’ll need a different guidebook. Our compass here is set squarely on domestic, for-profit LLCs in the Land of Enchantment.
Select a unique name for your company. Before you register your LLC, you need to give it a name. Without a name, you can’t file your registration documents, which means you can’t form an LLC. There are only a handful of rules you need to follow during this process, so you have lots of room to get creative.
Here are the rules for naming your New Mexico LLC:
Once you have a good name in mind, you might have to take extra steps to make sure you can use it. We’ll talk about that next.
Coming up with a good name can be challenging. But you can make sure the name you’ve chosen remains available during the time you complete your registration paperwork by reserving your LLC name.
By submitting an Application for Reservation of Limited Liability Company Name and Document Delivery Form to the Secretary of State, you can reserve your desired name for 120 days.
It’s important to make choices for your business that make sense together. This includes choosing a name and a domain name that match or complement each other. Ensuring these identifiers have a good connection can help you retain clients and customers. We provide a domain name registration service to help you quickly secure the names you want to use.
Even if the state approves your business name, that’s no guarantee that someone else hasn’t already claimed it with a federal or state trademark. To see if your business name is free of trademarks is tricky because there’s no central place to check. Some businesses even employ an attorney specializing in trademarks to see if they’re in the clear.
You can take some measures yourself, like searching the trademark database on the U.S. Patent and Trademark Office website. This can help you see if someone’s already claimed a federal trademark on your desired business name.
State trademarks are applicable only within the borders of a state. The New Mexico Secretary of State has a trademark search engine on its website where you can see if anyone has a state trademark on your desired LLC name. If you want, you can also apply for your own state trademark there.
In addition to checking these databases, it’s wise to do internet searches for your business name, including checking domain names, social media sites, and online phone directories.
You might have heard of a trade name or a “doing business as” (DBA) name before. A DBA is any name you use for your business that’s not the official name. However, New Mexico, is unusual in that it doesn’t require or even permit DBA registration.
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Name a registered agent for your business. By law, your LLC must have a registered agent. The registered agent is responsible for receiving important legal notices and certain official state correspondence on behalf of your LLC. When you form your LLC, your registered agent has to provide a statement to the Secretary of State confirming that they accept the position.
Your New Mexico registered agent is an individual or company that is designated by the LLC to receive important legal documents on behalf of the business. This position is necessary because it ensures that the right people within an LLC are notified in the event of time-sensitive events such as service of process for lawsuits and correspondence from the SOS.
According to New Mexico law (NM Stat § 53-19-5 ), a limited liability company shall maintain in New Mexico:
(1) a registered office that may be the same as the limited liability company’s principal place of business; and
(2) a registered agent for service of process on the limited liability company that is either:
(a) an individual resident of New Mexico;
(b) a domestic corporation, limited liability company, or partnership having a place of business in New Mexico that is the same as the registered office; or
(c) a foreign (out-of-state) corporation, limited liability company, or partnership authorized to transact business in New Mexico having a place of business that is the same as the registered office.
Your agent must have a physical address (not just a P.O. box) in New Mexico and be available during normal business hours.
There are various reasons to consider hiring a registered agent service to act as your agent, including:
If the state can’t find your LLC’s registered agent, you could lose your LLC. This loss is called a revocation, and it can happen quickly. The state can revoke your LLC after only 30 days without a registered agent or updated registered agent information.
File the LLC paperwork with the Secretary of State. When you’re ready to make your business official, you file Articles of Organization with the Secretary of State. If filing paperwork with state agencies isn’t your thing, we’ve got you covered. We can handle your registration filings for you with our Business Formation Service. Although we can do this task for you, it’s good to know how the formation process works. Take a look below at the basic steps.
You can file your Articles of Organization electronically by creating an account on the Secretary of State’s online portal (there are no paper New Mexico LLC forms). Filing Articles of Organization costs $50. You might have to pay other costs to start your LLC. For more information, take a look at our page on New Mexico LLC costs.
Here’s what you need to include in your Articles of Organization:
When your organizer files your LLC’s Articles of Organization, they must file a statement of acceptance from the registered agent.
If you don’t specify in your Articles of Organization, New Mexico law assumes that your members will manage your LLC. If you want a manager or managers to manage your LLC, you have to let the New Mexico Secretary of State know in your formation documents. A manager can be a member (owner) of the LLC or someone hired from outside the membership. Some members prefer to hire outside managers so they have more time for other business matters and a neutral party involved in running the business.
The information LLCs provide on their Articles of Organization doesn’t always stay the same. If you need to make a change, you have to let the state know. You can update your LLC’s Articles of Organization by filing Articles of Amendment with the SOS. If your registered agent changes, you file a Registered Agent Change online.
If something in your business changes, that usually means you’re too busy to be bogged down with extra paperwork. You can hand off your amendment paperwork to us. Our Amendment Filing Service can file business amendments for you. And our Worry-Free Compliance Service keeps track of your compliance deadlines and handles two amendments per year for your business.
Your LLC can start on a date later than when you file your registration documents. If you want to do this, write it in your Articles of Organization. You might want to do this so you have more control over when your LLC’s tax year starts.
Draft an operating agreement. It’s best to write and sign an operating agreement when you start your LLC. This can help make sure your business runs the way you want.
Your LLC doesn’t have to have an agreement, but having one can help you avoid conflict and maximize control over your operations. Without an agreement, you have to run your business according to the default rules under state law. If New Mexico’s default rules don’t suit your business, an agreement gives you the opportunity to change many of them.
Writing an operating agreement for your LLC can have many benefits. It allows you to:
Writing an operating agreement can help you get the most out of being a business owner.
An operating agreement is a good idea, even if you’re a single-member LLC. Potential investors, future business partners, and vendors may want to see your agreement.
It’s additional evidence that your business is real and separate from you in case someone takes you to court to try to “pierce the corporate veil.” An operating agreement also indicates how everything is to be handled if something happens to you and you can’t run the business anymore.
Feeling unsure as to how to create an operating agreement for your LLC? We offer a customizable template to help get you started.
What you include in your operating agreement is up to you and dependent on your specific needs. The operating agreement subjects we listed above can be solid places to start. And if you need a good outline for your operating agreement, you can use our operating agreement template.
Get an Employer Identification Number (EIN) from the IRS. An EIN allows you to pay taxes and apply for business resources. If your LLC has employees, operates as a corporation or partnership, or engages in certain business activities, it’s legally required to have an EIN.
If your LLC isn’t required to have an EIN, it’s still useful to have one so you can apply for certain business resources without using your sensitive personal information, like your Social Security number. Your bank will likely require your LLC to have an EIN before you open a business bank account.
You must complete and submit paperwork to the IRS to obtain an EIN. If you’re strapped for time or stressing over this task, you can use our Employer ID Number Service to get it done.
Some LLC owners choose to apply for S corporation designation for their business. This designation can save an LLC money because the business still enjoys pass-through taxation, and the owners of some LLCs can save money on self-employment taxes (the taxes earmarked for Social Security and Medicare). Speak to your tax professional about whether this is the best option for you.
You might have to pay several state taxes after you form an LLC in NM. You can register to pay these taxes online through the New Mexico Taxation and Revenue Department Taxpayer Access Point. There you can register for a New Mexico Business Tax ID.
If your LLC has employees, you need to pay the following taxes and fees:
You can contact the Taxation and Revenue Department and the Department of Workforce Solutions for more information on paying these taxes and fees.
Once you’ve secured an Employer Identification Number, you’ll be able to open a business bank account. Having separate accounts for business and personal banking is critical for tax time and helps you avoid commingling funds.
Commingling funds not only makes your taxes more difficult, but it could also be used against you. This could happen if someone takes you to court to challenge whether you and your LLC are truly separate entities.
We offer a discounted bank account for your new LLC. This allows for online banking, unlimited transactions, a debit card, and more. If you want to authorize others in your business to use the account, we offer a banking resolution template to simplify the process. You might also want to think about getting a business credit card to start building a credit history.
For further help managing your new business’s finances, try ZenBusiness Money. It can help you create invoices, receive payments, transfer money, and manage clients all in one place.
We can help
Are you ready to make New Mexico LLC formation a pleasant experience? We can help you do that. Our business formation services can help you get started quickly, and our business support services can help your business run smoothly.
You have many options to start an LLC in New Mexico. Maybe you want to open a bed and breakfast in Las Cruces or start freelance writing in Rio Rancho. Whatever you start, we hope you start with us because we have your back.
Disclaimer: The content on this page is for information purposes only and does not constitute legal, tax, or accounting advice. If you have specific questions about any of these topics, seek the counsel of a licensed professional.
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New Mexico doesn’t have a statewide business license requirement for LLCs. However, depending on your activities, you might have to apply for state business licenses. You might also have to apply for local and federal licenses.
Figuring out what all of your licensing obligations are at every level of government can be daunting. We can take the stress out of this for you with our Business License Report. Our partners at Avalara research your licensing needs, and we provide you with a comprehensive report outlining all of your obligations.
It costs at least $50 to form a New Mexico LLC. This is the cost to file just your Articles of Organization, so be prepared to pay more if you need to reserve an LLC name or pay several licensing fees and taxes.
Some of the most attractive features of a New Mexico LLC are personal protection and flexibility. When you form a New Mexico LLC, you create a business that is legally separate from your personal life. The debts and liabilities of your LLC usually don’t attach to your personal assets. And an LLC gives you the kind of personal protection you can get from a corporation, but with fewer rules and formalities.
By default, a New Mexico LLC is a pass-through tax entity. This means that your LLC doesn’t pay federal or state income taxes at the entity level. All income tax liabilities “pass through” to individual members, and only LLC members pay income taxes on their shares.
The pass-through taxation LLCs enjoy is often preferable to the double taxation many corporations endure. Corporate double taxation means that a corporation must pay income taxes at the entity level, and its shareholders must pay income taxes on their individual shares of the corporate income.
You can learn more about your business’s tax obligations from the New Mexico Taxation and Revenue Department.
It can take the New Mexico Secretary of State several days to process some business documents. If you have concerns about how long it will take to process your Articles of Organization, you can call the Secretary of State at 1-800-477-3632.
If your LLC has an operating agreement, you don’t need to file it with the state of New Mexico. But you do want to make sure your operating agreement is in a safe place and accessible whenever you need it.
Most LLC owners decide to have their business taxed the default way, which is as a sole proprietorship (for single-member LLCs) or a partnership (for multi-member LLCs). This method only requires LLC members to pay taxes on their percentage of the profits on their personal tax returns. The LLC itself is not taxed. This avoids the “double taxation” that corporate shareholders pay, in which profits are taxed both at the business level and the personal level.
Another option is to choose to be taxed as a C corporation or an S corporation. This option sometimes is favorable for large LLCs that bring in high earnings. You can learn more on our S Corp vs. LLC and LLC vs. Corporation pages.
The tax structure that will work best depends on your business needs. Your best option is to speak to a tax professional about what suits your particular circumstances.
New Mexico doesn’t have series LLCs. A series LLC is an LLC that allows its owners to separate business assets into protected groups. In a series LLC, the liabilities and debts of one group of assets don’t affect the other assets owned by the other groups in the LLC.
Before you can officially dissolve your LLC, you have to have consent from the majority of your members’ votes — or you have to follow the protocols in your operating agreement. Once you’re ready to officially dissolve your LLC, you file Articles of Dissolution with the Secretary of State. Learn more on our New Mexico LLC dissolution page.
You can transfer ownership of a New Mexico LLC if you follow the terms regarding transfer in your operating agreement. If you have no operating agreement, you’ll need to follow New Mexico law for ownership transfer. Learn more on our New Mexico LLC ownership transfer page.
No. Unlike most states, New Mexico doesn’t have a process for adopting a DBA name.
You can remove a member by following the terms for member removal in your LLC operating agreement.
No, you don’t need to file an annual report for an LLC in New Mexico.
You don’t legally need a business plan to form an LLC in New Mexico, but you might want to write one for a variety of reasons, including getting funding. Lenders and investors will likely want to see a business plan with market research, owner information, and your financing needs before handing over money.
New Mexico Business Resources
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