Starting an LLC in New Mexico
A limited liability company (LLC) is a business structure formed at the state level that provides its owners flexible tax and management options along with personal liability protection. To form an LLC in New Mexico, you’ll need to complete a form called Articles of Organization and file it with the New Mexico Business Services Division with the $50 filing fee. Before you fill out the form, you’ll need to choose a business name and appoint a registered agent. In New Mexico, Articles of Organization must be filed online and take between 1-3 business days to be processed after the state receives them. We’ll take you through the steps needed to get your LLC up and running.
Ready to Start an LLC in New Mexico?
Get Started
Name Your LLC
Designate a Registered Agent
Submit LLC Articles of Organization
Write an LLC Operating Agreement
Get an EIN
Open a Bank Account
Fund the LLC
File reports + taxes
1. Name Your LLC
First things first—you need a business name. New Mexico has some rules for naming an LLC (see NM Stat § 53-19-3), but here are the basics. Your LLC’s name must:
- be different from any business names registered or reserved in New Mexico.
- include an indicator like “LLC,” “L.L.C.,” “LC,” “limited liability company” or “limited company.”
Already have a business name in mind? Check to see if it’s available.
Can I reserve a business name in New Mexico?
Yes. If you have a business name but you’re not ready to pull the trigger on forming an LLC, you can reserve the name in New Mexico for up to 120 days. This will protect your name from being adopted by another company. You’ll just need to file the Application for Reservation of Limited Liability Company Name and pay the $30 filing fee ($50 for expedited service).
What’s the difference between my LLC’s name and an assumed business name?
Your LLC’s legal name is the business name listed on your Articles of Organization.
An assumed business name is any name other than your LLC’s legal name (or your own legal name, if you’re operating a sole proprietorship) under which you do business. Assumed business names are also sometimes called DBAs or fictitious business names.
In New Mexico, you’re not required to register a DBA, but you can opt to do so by filing an amendment to your Articles of Organization. The amendment must be filed by mail. Registering your DBA protects it from being used by another business in New Mexico.
Thinking about using an assumed business name? Learn How to Get a DBA.
2. Designate a Registered Agent
Next, you’ll need to choose a registered agent—someone who accepts important legal and state mail on behalf of your business. In New Mexico, all LLCs are required to appoint a registered agent and list the agent’s information on the Articles of Organization.
Learn why the pros use a registered agent service.
What does a registered agent do?
The requirements for a registered agent in New Mexico are spelled out in NM Stat § 53-19-5, but basically, your registered agent must:
- maintain a physical address in New Mexico
- be present during regular business hours
- agree to accept and quickly forward your legal and state mail.
Can you be your own registered agent in New Mexico?
Yes. If you have a street address in New Mexico and you’re willing to list it on the public record, you can be your own registered agent. Acting as your own registered agent means you’ll need to be available to accept legal mail in person at this address during regular business hours.
Can I change my registered agent after I start an LLC?
Yes. You can change your registered agent in New Mexico anytime by filing the Statement of Change of Registered Office or Registered Agent, or Both with the New Mexico Secretary of State for $25.
3. Submit LLC Articles of Organization
If you have your business name and registered agent information ready, you can move on to the step that officially forms your LLC: submitting Articles of Organization to the Secretary of State. The information listed on this form will become part of the public record.
In New Mexico, you can only file Articles of Organization online. You’ll need to provide your name, address, phone number and email to create an online account. Once you’re logged in, you’ll need to provide the following information:
- Company name. Include some version of “LLC.”
- Effective date. Optional: you can delay the date your LLC starts for up to 60 days.
- Duration. Add a future end date for your LLC or choose “Perpetual” for it to last indefinitely.
- Purpose. Add your NAICS code and a description of your business activity (optional).
- Registered Agent and Office. Someone designated to accept legal mail on behalf of your LLC.
- Email address.
- Principal business address. Only needed if different from your registered agent address.
- Secondary address and mailing address. Optional.
- Manager information. Optional, but if you decide to add it later, you’ll have to pay $50 to file an amendment or restatement. Tip: tick “Same as Principal Place of Business” to skip adding manager addresses.
- Member information. Optional, but the bank may require you to list at least one member. Tip: tick “Same as Principal Place of Business” to skip adding member addresses.
- Organizer. Whoever signs and submits this form.
How can I keep my personal information off the public record?
Once your personal information is on the internet, there’s no taking it back. The names, addresses, and phone numbers listed on your articles will be readily available for marketers to find, use, and sell. That’s not a great feeling.
You can keep your personal information private by hiring a registered agent who will let you list their business address as your own on this form—like us. We list our business address across this form so you don’t have to. It’s the best way to guard your privacy when forming an LLC.
What’s the difference between a member-managed LLC and a manager-managed LLC?
In a member-managed LLC, members (owners) are tasked with handling day-to-day operations, like hiring and firing employees, entering into contracts, and managing the bank account. In a manager-managed LLC, members appoint or hire a manager to run the LLC.
For help with deciding which management structure will work for you, see our page on LLC Member Vs Manager.
How do I file the New Mexico Articles of Organization?
You can only file New Mexico Articles of Organization for a domestic (in-state) LLC online, via the state’s e-File system.
4. Write an LLC Operating Agreement
An operating agreement is just what it sounds like—an agreement between your members on how your LLC will operate. Your operating agreement will outline the rules for how your LLC will make decisions, allocate profits and losses, transfer membership, and even handle dissolution, should the time come.
Check out our attorney-drafted New Mexico LLC Operating Agreement.
Does New Mexico require an LLC to have an operating agreement?
No. NM Stat § 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,” but there are no statutes requiring an LLC to adopt an operating agreement. That said, an operating agreement is vital—without it, your LLC is automatically governed by New Mexico’s default LLC statutes and could even lose its limited liability status if ever faced with a lawsuit.
What should be included in an operating agreement?
Your operating agreement should specify how your LLC will handle big, internal procedures. Here’s a list of common topics covered by operating agreements:
- initial investments
- profits, losses, and distributions
- voting rights, decision-making powers, and management
- transfer of membership interest
- dissolving the business
Does a single-member LLC need an operating agreement?
Crazy as it might sound to sign an agreement with yourself, you need an operating agreement to open a bank account and reinforce your single-member LLC’s limited liability status.
5. Get an EIN
An EIN (“employer identification number”) is a nine-digit tax ID assigned to your LLC by the IRS—it’s basically a social security number for your business. You can apply for an EIN directly from the IRS for free. Using the online application is the fastest way to get an EIN, but if you don’t have your own social security number, you’ll need to use the paper form.
Do I need an EIN for my LLC?
You’re only legally required to have an EIN if you have employees or are taxed as a corporation. Still, just about every bank is going to require an EIN to open a bank account for your LLC. Using an EIN for your LLC also spares you from giving out your personal social security number to vendors and the like.
What To Do After Forming Your New Mexico LLC
6. Open a Bank Account
You’ve got an LLC—now you need a business bank account. Don’t skip this step. Your LLC’s limited liability only stands if you keep business finances separate from your own personal finances. Mingling the two erodes the legal separation between you and your LLC and puts your limited liability status in jeopardy. Eek!
To open a bank account for your New Mexico LLC, you’ll need to bring the following to the bank:
- New Mexico LLC Articles of Organization (a copy is fine)
- the LLC’s operating agreement
- the LLC’s EIN
- an LLC Resolution to Open a Bank Account (if your LLC has more than one member).
If your LLC has more than one member, use our free LLC Resolution to Open a Bank Account.
7. Fund the LLC
Money time. Typically, each member will make an initial contribution by writing a check to the LLC’s bank account to pay for their membership interest. Sometimes, members make initial contributions in the form of services or property given to the LLC. If you go this route, it’s important to note that contributions of property or service can trigger tax events.
What is membership interest?
Membership interest is the percentage of ownership one has in an LLC. Usually, membership interest is correlated to how much a member initially contributed to the LLC. For example, if four members each invest $100 in the LLC and the fifth member invests $600, the first four members each own 10% of the LLC and the fifth member owns 60%. What’s more—membership interest is often tied directly to voting power, so the fifth member would have decision-making power in the LLC.
8. File State Reports & Taxes
Unlike most states, New Mexico does not require LLCs to file an annual report. Rejoice! However, you will need to register your LLC with the New Mexico Taxation and Revenue Department.
How are New Mexico LLCs taxed?
LLCs in New Mexico with default tax classification are considered “pass-through” entities, meaning profits pass through the LLC itself to the owners (members). The members then report profits as earnings on their personal tax returns and pay the federal self-employment tax rate (15.3%). LLCs in New Mexico must also file the New Mexico Information Return for Pass Through Entities each year. LLCs can file paperwork with the IRS to switch tax designation and be taxed as an S-corp or C-corp.
Learn more about S-Corp Vs LLC tax designation.
