New Mexico LLC
Everything You Need to Know About New Mexico LLCs:
New Mexico LLC Formation Options
Do It Yourself
Sign up for a free account and use our online tools to start your New Mexico LLC today. Includes New Mexico LLC formation and maintenance walkthrough and company document creation. All for free—just pay state fees.
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How to Start an LLC in New Mexico
To start an LLC in New Mexico, you’ll need to do three things: appoint a registered agent, choose a name for your business, and file Articles of Organization with the Secretary of State, Business Services Division. You can only file online easily. It is possible to file by mail, but doing so requires creating and completing your own documents. The articles cost $50 to file. Once filed with the state, this document formally creates your New Mexico LLC.
According to NM Stat § 53-19-5-A(2), every New Mexico LLC must appoint a registered agent. You don’t need to hire a registered agent, but if you do, make sure your registered agent will list their address on your articles wherever possible to ensure maximum privacy.
If you’re starting a new business, you probably already know what you want to name your LLC. But you’ll need to know if your preferred name is available. To find out, visit https://portal.sos.state.nm.us/BFS/online/corporationbusinesssearch and search until you find the perfect name for your LLC.
Once you know who your registered agent will be and what your LLC name is, you’re ready to file your New Mexico Articles of Organization. Follow along with our filing instructions below:
Filing the New Mexico LLC Articles of Organization
Learn more about each Articles of Organization requirement below. Note that the information you provide becomes part of the public record—permanently. These steps will help you complete New Mexico’s online filing system. The state no longer offers a paper form (though you can still make your own form guided by the state statutes).
To start the online process, you’ll need to create an account, which requires your name, address, phone number and email. You’ll then provide a password and select a security question to answer. After you’ve created your account, you can log in to the system. To start your LLC formation, choose “Corporations” from the top menu, select “Domestic (NM) LLC Formation,” and complete the information below.
Or skip this process entirely and hire us to form your New Mexico LLC. We provide a free business address to list whenever possible throughout the filing to better keep your personal address private.
1. Company Name
You have to include “Limited Liability Company” or an abbreviation like “LLC.” You can’t include words that would make people think you’re a different business entity like “corporation.” The system also provides an opportunity to check name availability during this process.
2. Effective Date
Most businesses begin their existence as soon as their articles are approved. If you want to push off your start date a bit (maybe if the next tax year is just around the corner), you can list a date up to 60 days in the future, but if you don’t, do nothing, here.
If you don’t want a specific end date for your LLC, mark “Perpetual.” Otherwise, enter the time period you want your LLC to exist or the date you want your business to end.
On the online form, you’ll select your NAICS code from the dropdown. These are six-digit codes that correspond to business activities. You can search for the best code to describe your business ahead of time on the NAICS website. A business purpose isn’t specifically required by state statute, but there’s a space to enter a business purpose here. Your business purpose is basically what your business plans to do. A general business purpose, for example, might state something to the effect that the LLC is organized to engage in any lawful activity under New Mexico state law.
5. Registered Agent and Office
On the online form, you can select either “individual” or “entity” for your New Mexico registered agent. Your agent must be available during business hours to accept legal notices for your LLC. If you list an individual, such as yourself, you’ll be prompted to enter contact information, which will become part of the permanent public record. If you choose an entity, like Northwest, you can select our name from the search and move on without providing extra personal information.
6. Entity Email Address
The online systems prompts you for an email address. Don’t want to list yours? When you hire us, we can put our email here.
7. Principal Place of Business
You only need to list a principal place of business if it’s different from your registered agent address. When you hire Northwest, our address will go here, making it easy to avoid listing excessive personal information on your filing.
8. Secondary Address and Mailing Address
This online form gives you a ton of options for adding different addresses. However, you can tick or select an option each time just to use your registered agent address. Hire us and that will be our address plastered all over your documents instead of yours.
9. Manager Information
New Mexico would like to know here if you plan on hiring someone else to manage the company. An initial list of those managers is optional, but if you decide to add their information later, it’ll cost $50 via an amendment or restatement. Tip: For addresses, you can tick the box “Same as Principal Place of Business”—which will be our address if you hire us.
10. Member Information
Indicate whether the LLC will be a single member LLC. You may also list members here. The State of New Mexico does not require you to list any member names or addresses on your Articles of Incorporation. That said, you’ll want to include at least one member’s name and address if you plan to open a business bank account in New Mexico. (Only a listed member of the LLC can open a local bank account for your business). Tip: For member addresses, you don’t need to list home addresses. You can tick the box “Same as Principal Place of Business”—and again, that will be our address if you hire us.
11. Organizer Information
Your organizer is the person or entity that authorizes the submission of your Articles of Organization (via electronic signature for online filings). We’ll be your organizer when you hire us.
Why Have a Registered Agent Form Your New Mexico LLC?
Professionals in New Mexico hire registered agent services like Northwest Registered Agent to start an LLC—but why?
Standard filing companies don’t have employees or offices in every state. But as a national registered agent, it’s a requirement for us, which is a benefit for our clients. We’re on a first name basis with the people who work in the Business Services Division. We know all the fastest filing methods, which translates to fast, professional service—without extra fees.
As your registered agent, we list our Santa Fe registered office address on your LLC’s formation documents. Why? If you’re starting a business from your apartment in Albuquerque, do you really want your apartment address as your business address? (Hint: the answer is no.) We’ll list our address, so you don’t have to list yours. Plus, we never sell your data. We don’t list your personal information on filings if we don’t have to. It’s all standard and part of our commitment to Privacy by Default®.
Free Mail Forwarding and Business Address
We already accept your legal mail—so why not take it a step further? In every state, we include limited digital mail forwarding for your regular mail too (5 pieces of regular mail a year; $15 a doc after that). Plus, you can list our address as your business address. That means you can have all business mail routed through our office. With both mail forwarding and a business address included, you get a level of security unmatched in the formation industry.
We know the in’s and out’s of each state—and we use this knowledge to help you when you need it most. Our team of Corporate Guides® has over 200 local business experts. You can call or email us for answers to all your questions about your LLC in New Mexico. Our Corporate Guides are dedicated solely to helping you with your business—not selling you services or meeting quotas.
What Do I Do After My New Mexico LLC Is Formed?
After your New Mexico Articles of Organization are approved, you still have a few more important steps to take, including getting an EIN, drafting an operating agreement, opening a bank account, funding the LLC and learning about state reporting and tax requirements.
Get an EIN
An EIN (“Employer Identification Number”) is a federal tax ID assigned to your business by the IRS. The IRS uses your EIN to easily identify your business on tax filings.
Does a New Mexico LLC need an EIN?
That depends. If you want to just hold some assets in this company, you won’t need an EIN unless you make profits on the assets. If you make money with the New Mexico LLC, you’ll have to get a tax ID number.
How do I get an EIN for my LLC?
You can apply for an EIN directly from the IRS at no cost. Most businesses are able to apply online, but if you don’t have a social security number, you’ll need to apply with a paper form. Want one less thing to do? Add on EIN service when you hire us, and we’ll get your EIN for you. Or choose our VIP service—an EIN is included.
Write an LLC Operating Agreement
Operating agreements put into writing how your business actually operates—how much each member invested, how profits and losses will be allocated, how voting works, and what happens if there’s a dispute or if the whole business (knock on wood) falls apart.
Do I need an operating agreement for a New Mexico LLC?
Absolutely. While there’s no state statute legally requiring a written operating agreement, they’re critical for New Mexico LLCs. New Mexico LLCs are remarkably private—public filings, like Articles of Organization, don’t require you to list members or managers as part of the record of your LLC. This makes it all the more important that members and managers (along with their contributions and membership interests) are recorded in your LLC’s internal documents.
And we can’t hammer this home enough—New Mexico has some of the greatest asset protection laws for LLCs in all of the United States. And where are all of your assets recorded? In your operating agreement. The specifics of your operating agreement can play a huge role in your level of protection.
What should be in an operating agreement?
An operating agreement should explain how the business will handle “big picture” situations—everything from allocating profits and losses to dissolving the business. Below is a list of common topics that operating agreements should cover.
Profits, losses, and distributions
Voting rights, decision-making powers, and management
Transfer of membership interest
Dissolving the business
Your operating agreement can cover pretty much anything as long as it isn’t contrary to New Mexico law. Note that NM Stat § 53-19-19 (2019) requires a copy of every current and prior operating agreement, as well as every amendment made to it be kept at your principal place of business.
How do I write an operating agreement?
To write an operating agreement, you need to address how your business will handle money, members, votes, management, and more. Not sure how to get started? At Northwest, we’re here to help your LLC get off on the right foot. When you hire us, we provide your business with a free LLC operating agreement, specific to your management style. We’ve spent years developing these agreements and other free LLC forms—which have been used by over a million LLCs.
Open an LLC Bank Account
Your LLC needs its own bank account. Why? An LLC gets its limited liability from being a distinct entity, separate from its members. If you mix personal and business finances, you could lose your liability protections.
How do I open a bank account for my New Mexico LLC?
To open a bank account for your New Mexico LLC, you will need to bring the following with you to the bank:
A copy of the New Mexico LLC Articles of Organization
The LLC operating agreement
The LLC’s EIN
If there are multiple members in the LLC, you may also want to bring an LLC resolution to open a bank account that states that the person going to the bank is authorized by the members to open the account in the name of the LLC. Northwest can help with this as well—LLC bank resolutions are one of the many free legal forms we provide to ensure you can get your LLC started fast.
Fund the LLC
Time to put some money in that new LLC bank account. What money? For starters, your initial contributions to your LLC’s capital. LLC members are owners, and each owner needs to pay for their membership interest to fund the LLC.
What is membership interest?
Membership interest is your percentage of ownership of the LLC. Membership interest is normally proportionate to your investment. So how does this work?
Imagine your LLC has 5 members. 4 members each invest $1,000 in the business. One member invests $6,000. The total contribution of all members is $10,000. The 4 members each own 10% of the business. The moneybags member who shelled out $6,000 owns 60% of the business.
Typically, this also means that the 4 members would each get 10% of any profits, and moneybags would get 60%. Exactly how profits and losses are allocated, however, can be adjusted in the operating agreement as long as changes are in line with IRS requirements and New Mexico laws.
How do I fund a New Mexico LLC with assets?
Typically, you would fund the LLC with something when you form it. Assets, property, cash, etc… It would be best if everything is titled in the New Mexico LLC name as well. There is a specific code under Section 53-19-29 of the New Mexico Code that states, “Property may be owned by a limited liability company, even though the property is not acquired or held in its name.”
It is always best to fund the LLC at the beginning with your assets or cash and then purchase any future assets with the LLC’s money. If you need to get money into the LLC, you can always personally make an additional contribution at any time.
If you’re trying to get cash into the New Mexico LLC, you fund it by the member(s) putting money into the company in exchange for a membership interest. Everything put into the company initially should be documented in your operating agreement. If you don’t have your business checking account set up yet (so you can physically put the money in a different account), simply making written note of this in the operating agreement is legally binding. Eventually, you will need to get the money into a separate checking account.
If you have actual physical assets that are titled and deeded, you’ll have to go through the various processes to get those assets recorded under the new New Mexico LLC name.
If you have assets that aren’t titled or recorded somewhere, you can simply make note of that and assign a value of those dollars in your initial contributions to the LLC. You can add to the assets of the New Mexico LLC at any time. To maintain asset protection, it is important to maintain strict separation of personal assets and business assets. Having your New Mexico LLC own your home and the belongings inside it is fine, but you must actually rent or lease these things from the New Mexico LLC. This can be as simple as a once a year payment. But there truly needs to be money exchanged. And, do not spend money out of a New Mexico LLC “Business” account on truly personal needs. Intermingling funds and resources is what causes corporate veils to be pierced.
How do I know it’s my LLC if my name isn’t on the articles?
New Mexico doesn’t require organizers to list LLC members’ names or addresses when forming an LLC, so many people wonder: if they have a filing service form their company, how does anyone know who actually owns it? When we form your New Mexico LLC, we custom draft the New Mexico LLC Articles of Organization. We then include the initial resolutions showing a chain of signing authority to you, the members or managers. We also include a New Mexico LLC operating agreement where you document all members and managers, as well as the contributions and membership interest percentages of each member.
What if I get a personal judgment against me as a member?
One of the benefits of the New Mexico LLC is the asset protection it allows the LLC from the members and managers as well as the preservation of assets inside the LLC, to protect the LLC from the members and managers’ personal problems.
The standard LLC operating agreement and Articles of Organization will not protect the LLC from its members to the fullest extent available under the New Mexico LLC law. Our custom-drafted New Mexico LLC Articles of Organization and New Mexico LLC operating agreement are specifically drafted to protect you as much as possible within the law.
If you get a judgment against you personally and you own a membership interest in a New Mexico LLC, the creditor will try to compel the Court to award it your membership interests.
Section 53-19-32 of the New Mexico Statutes states a few things of interest:
- A membership interest is assignable.
- If a creditor wins a Court judgment on a member of the New Mexico LLC, and the Court approves an assignment of that member’s interest, it does not automatically make the creditor a member.
- An assignment entitles the assignee only to the distributions that may have come to that member’s membership interests.
- A lien, security interest, or other encumbrance against a member is not an assignment! This means that just because the member may personally have all kinds of judgments against the member, a Court would have to specifically award the member’s creditors an assignment of membership interests.
Section 53-19-33 discusses the rights of an assignee to become a member:
- The creditor that wins an assignment of member interests from a Court may not become a member unless all members unanimously consent.
- There are provisions allowing the assignee to be liable for any agreements a member has to continually fund the LLC. This may be a bargaining point because the member is not required to turn over membership in the LLC. If you are bound to continually fund your New Mexico LLC every year with money, the creditor may not want to take over the member interests. The downside of this would be that you would have it in writing that you would fund the New Mexico LLC according to your agreement, creating a set of rules for you to keep up with.
Section 53-19-35 discusses the rights of a judgment creditor of a member:
- The court may charge the interest of the member with payment of the amount of the judgment, with interest. This limits the rights of the creditor. The judgment creditor’s only rights are the same as an assignee of the member’s interest.
Basically, you’re pretty well covered. The only LLC with better statutes is Wyoming. The thing that is great about Wyoming LLC law is that it specifically states that the “ONLY” remedy of a creditor is to get a Court to award a judgment against the member’s distributions. New Mexico does not specifically state this, so some could argue that someday a Court could interpret these laws differently and pierce the corporate veil in an extreme fraudulent case. In written laws, the more specific they are, the less room for random interpretations there are. Overall, the New Mexico LLC is a little cheaper on an annual basis and has REALLY good asset protection laws that govern it. At Northwest, we know New Mexico LLCs inside and out—sign up for our formation service today!
File New Mexico Reports & Taxes
New Mexico LLCs don’t have to file a state report or renewal, but there are other business maintenance issues to consider, such as state tax filing requirements.
Does a New Mexico LLC need to file an Annual or Biennial Report?
Unlike corporations, New Mexico LLCs do NOT have to file NM annual or biennial reports with the state.
What should I know about New Mexico LLC taxes?
New Mexico has a progressive personal income tax. For individual filers the rates are:
1.7%: $0 to $5,499
3.2%: $5,500 to $10,999
4.7%: $11,000 to $15,999
4.9%: $16,000 +
New Mexico also has a corporate franchise tax—a tax for the privilege of doing business in the state. If your LLC is taxed as a corporation (including an S corporation), you’ll have to pay the state’s franchise tax. The minimum franchise tax fee is $50.
Note that pass-through entities (like most LLCs), usually must file a New Mexico Information Return for Pass Through Entities (PTE) each year. If you have non-resident owners, you’ll also need to deduct and withhold tax from their allocable share of net income by filing Form RPD-41367.
The state also has a 5.125%.sales tax—although cities and counties can stack on local sales taxes as well. The maximum total sales tax tops out at 9.438% (which you can find in Taos Ski valley), but the average total sales tax is 7.021%.
Do LLCs have to register with the New Mexico Department Of Revenue?
Yes. New Mexico is pretty heavily invested in making sure businesses meet all of their tax obligations. If you conduct business in New Mexico, you must register with the New Mexico Taxation and Revenue Department (TRD). You can register online, here.
New Mexico LLC FAQs
How can I submit the New Mexico LLC Articles of Organization?
You can efile your Articles of Organization through the New Mexico Secretary of State Department of Business Services. New Mexico no longer accepts internal forms by mail for Domestic LLCs. So, although you can still file by mail, you’ll need to create your own forms, using the state statutes as your guide. Mail duplicates to:
New Mexico Secretary of State
Department of Business Services
325 Don Gaspar, Suite 300
Santa Fe, NM 87501
How much does it cost to start a New Mexico LLC?
The filing fee for your New Mexico LLC Articles of Organization is $50.
Hire Northwest for a one-time fee of $275, including state filing fees, a year of registered agent service, limited mail forwarding and loads of useful forms and tools to help get your New Mexico LLC up and running. Or, pay just $37 out the door with our VIP monthly payment option.
How long does it take to start a New Mexico LLC?
If you hire Northwest to start your LLC, we file online and typically have your New Mexico LLC formed within two hours.
Does a New Mexico LLC need a business license?
New Mexico doesn’t require a general, statewide business license, but you may need a local license for cities and counties where you engage in business. For example, if you conduct business in Bernalillo County, you’ll need either a commercial or residential business license.
Need an EIN or a certified copy of your formation docs for your license applications? Northwest can help. You can easily add on these items to your LLC formation order.
Can a New Mexico LLC help me live more privately?
Yes. New Mexico is one of the few states (along with Delaware and Wyoming), which allows you to withhold all ownership information from the public record. You can further this privacy by listing our address on public docs instead of your own. Check out our page on living privately with an LLC to learn more.
What is a foreign New Mexico LLC?
A foreign New Mexico LLC is any LLC formed outside of New Mexico but registered to do business in the state. For example, if you formed an LLC in Texas but wanted to conduct business in New Mexico as well, you would register as a foreign LLC in New Mexico by filing a Foreign Limited Liability Company Application Checklist with the New Mexico Secretary of State. Though Domestic LLCs in New Mexico must efile their applications, foreign LLCs must complete the provided paper form (found here) and send to:
New Mexico Secretary of State
Department of Business Services
325 Don Gaspar, Suite 300
Santa Fe, New Mexico, 87501
How to Order LLC Formation Service
Our New Mexico LLC formation service is designed to be fast and easy—signing up takes just a couple minutes. Here’s how it works:
With Northwest, we give you flexibility on how to pay. You can pay all the fees up front (this includes one full year of registered agent service). Or, pay just $37 out the door with our VIP monthly payment option. With our VIP option, we also include an EIN. Just choose one of the buttons below, answer a few easy questions about your business and submit your payment.
We’ll prepare your New Mexico Articles of Organization and send them to the Secretary of State for approval. In the meantime, you’ll have immediate access to your online account, where you can find useful state forms, pre-populated with your business information.
Once the New Mexico Secretary of State has approved your filing, we notify you that your New Mexico LLC has been legally formed. You can now take any necessary next steps, like getting an EIN and opening a bank account.