Adding a new member to a New Mexico LLC involves a few steps, including filing an amendment, updating the IRS, and amending your operating agreement along with your articles of organization. We’ll break down all the steps you need to take to add a new member to a New Mexico LLC.
1. Vote to Add an LLC Member
Before you go through the process of legally adding a new member to your New Mexico LLC, you’ll need to make sure you can by holding a vote. Your operating agreement should outline the steps you need to take to add any new members like initial contributions, interest share distributions, and the number of votes necessary to come to a quorum.
When adding a new member, it’s a great idea to draft an LLC member resolution. A member resolution is an internal document that keeps a written record of any membership changes, like updates to interest, number of members, names, additions or removals. All members should sign the member resolution. You won’t need to go through the step of holding a vote if you are currently a single member LLC. Whether a single or multi-member LLC, you’ll still need to update your operating agreement.
2. Update Your New Mexico LLC Operating Agreement
The second step in adding a new member is amending your New Mexico LLC operating agreement. You’ll want to include:
- the new member’s name
- their membership interest (percentage of ownership)
- the date of the amendment
- any membership interest changes (if applicable)
Check out our free membership certificate template to document each member’s interest in the LLC.
What if my LLC doesn’t have an operating agreement?
Since New Mexico doesn’t legally require LLCs to have operating agreements, there’s a chance you may have never written one, especially if you’re a single member LLC. New Mexico applies the default statute NM Stat § 53-19-36 (2021) to adding new members to an LLC. According to New Mexico statutes, to add a new member you’ll need the written consent of all members in lieu of having an operating agreement.
Do I need to file my operating agreement with the New Mexico Secretary of State?
No. New Mexico does not require LLCs to file their operating agreements because they are only internal records meant to outline how your LLC should do business.
3. File the New Mexico Articles of Amendment
New Mexico is a state that allows but doesn’t require you to list members on the articles of organization you file with the state. If you chose to list your members in your articles, you’ll need to file New Mexico LLC Articles of Amendment when you add a new member. You’ll submit your articles of amendment to the New Mexico Secretary of State along with a $50 filing fee.
You can submit your articles of amendment by mail to:
New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501
Can I add a member by filing a New Mexico LLC amendment?
Yes. Submitting a New Mexico LLC amendment can legally add a new member to your LLC, but you will still need to get approval from all members and need to update internal documents to the change. Detailed records of the changes to interest, membership, and any other changes to your business are a great way to keep your records up to date.
4. File Form 8832 with the IRS
The last step in adding a new member to your New Mexico LLC is updating the IRS if your LLC has changed from a single member to a multi-member LLC. By filing Form 8832, Entity Classification Election, you can update the IRS. Single-member LLCs are taxed as disregarded entities by default, whereas multi-member LLCs are taxed as partnerships. And if your new member will be acting as the responsible party with the IRS, you’ll need to submit Form 8822-B.
On the flip side, learn how to remove a member from your New Mexico LLC.