Register a New Mexico Foreign LLC
A New Mexico Foreign LLC is an LLC that was formed outside the state but has registered to do business in New Mexico. Before a foreign LLC can legally conduct business in New Mexico, it needs to submit an Application for Registration with New Mexico's Secretary of State and pay a $100 registration fee.
While New Mexico's legal statutes don't offer a definition of what counts as doing business in New Mexico, there are some activities that almost always meet this criteria, including: selling services or products, paying employees, and owning or leasing a storefront, warehouse, or office in New Mexico.
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How to Register a Foreign LLC in New Mexico
The process to register a foreign LLC in New Mexico is referred to as foreign qualification. Before your foreign LLC can start doing business in New Mexico, you’ll need to submit a Foreign Limited Liability Company Application for Registration to New Mexico’s Secretary of State. Here’s a rundown of the steps:
1. Appoint a New Mexico Registered Agent
To start, you’ll need to appoint a registered agent. You can ask an individual or hire a business to serve as your New Mexico Registered Agent. To qualify as a registered agent, that individual or business must possess a physical address in New Mexico and be available to accept legal documents during regular business hours.
Can I be the registered agent for my New Mexico foreign LLC?
A New Mexico registered agent must live in the state. If you don’t live there, you can’t be your own registered agent for your foreign LLC. You can appoint an individual you trust who lives in New Mexico, or you can hire a registered agent service that has a local office in New Mexico.
Why hire a New Mexico registered agent service?
Simply put, a registered agent service helps protect your privacy. Many registered agent services (including ours) will let you list their business address instead of your own on your foreign LLC registration documents, keeping scammers and spammers off your trail.
2. Obtain a Certificate of Good Standing
New Mexico requires that your LLC obtain a Certificate of Good Standing, which verifies that your LLC has filed all required paperwork and paid all applicable fees in your home state.
How do I get a Certificate of Good Standing?
You can get a Certificate of Good Standing (or your state’s equivalent) from the governing authority in charge of business registration in your home state. For example, if you filed your formation paperwork with the secretary of state in your home jurisdiction, the secretary of state should be able to provide you with a Certificate of Good Standing, typically for a small fee. Most states offer online services that allow you to request and receive your Certificate of Good Standing in one day. It is important to remember that New Mexico will not accept any certificates that are older than 30 days.
3. Complete the Application for Registration
Your next step is completing New Mexico’s Foreign Limited Liability Company Application for Registration. You’ll need to attach a copy of your Certificate of Good Standing to your application before submitting it to the New Mexico Secretary of State. Here’s the information you’ll need to provide:
- LLC name
- Name of LLC in New Mexico (if different)
- Domestic state
- Date LLC was formed
- Business purpose
- Principal address of LLC (in your home state)
- Name and business address of each manager or managing member
- Name and street address of your registered agent
- Name, title, and signature of authorized person and date signed
- Signature of registered agent
You will also need to include document delivery instructions that contain the contact phone number, mailing address, and email address of the person or business responsible for receiving documents. If you do not wish to share this information, you can pick up your documents from the Secretary of State’s office (which you must do within five business days).
Ready to get started? Register Your Foreign LLC in New Mexico now with Northwest.
How much does it cost to file a foreign LLC Registration Application in New Mexico?
It costs $100 to file your Application for Registration with the New Mexico Secretary of State.
How do I file my New Mexico Foreign LLC Registration Application?
You can file your New Mexico foreign LLC Application for Registration by mail or in person.
By Mail or In Person:
New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501
Do foreign LLCs need to file Articles of Organization?
No. Articles of Organization are only required if you are establishing a new LLC in New Mexico. As a foreign LLC, you only need to file the foreign LLC Application for Registration.
4. Find Foreign Registration Documents Online
Once you’ve submitted your Application for Registration, you can check your filing status and get copies of your Certificate of Registration using the New Mexico Secretary of State’s online business portal.
How long will it take New Mexico to process my Foreign LLC Registration Application?
New Mexico will take around 30 days to process your Application for Registration.
New Mexico Foreign LLC Registration FAQ
How do I amend a foreign LLC in New Mexico?
To amend your foreign LLC in New Mexico, you’ll have to file a Foreign Limited Liability Company Application for Amended Certificate of Registration. You can submit your application by mail or in person. The filing fee is $50.
What counts as doing business in New Mexico?
Like many states, New Mexico doesn’t explicitly define what constitutes doing business. However, a company is usually considered to be doing business if it has a substantial physical and economic presence in the state. The following activities typically qualify:
- Owning or renting real estate used to conduct or support business operations, such as a store, research facility, warehouse, or office
- Employing workers
- Conducting multiple business transactions in the state
- Any actions that result in having to pay taxes in New Mexico
Note that your LLC may need to pay taxes in New Mexico even without having any physical presence in the state. The New Mexico Taxation and Revenue Department’s Gross Receipts Tax and Marketplace Sales policy states that businesses without a physical presence in New Mexico are subject to the state’s Gross Receipts Tax if they have $100,000 or more in taxable gross receipts from sales in New Mexico during the previous calendar year.
New Mexico law does specify what is NOT considered “transacting business” in the state in NM Stat § 53-19-54. These activities include, but are not limited to:
- Maintaining, defending, and settling lawsuits
- Holding meetings
- Maintaining bank accounts
- Accruing debts
- Maintaining offices for the transfer of securities
- Selling goods or services through independent contractors
- Soliciting orders (before they become contracts)
- Owning a controlling interest in another LLC or corporation, foreign or domestic
What happens if I don't register my foreign LLC in New Mexico?
NM Stat § 53-19-53 outlines the negative consequences of transacting business in New Mexico without registering:
- The New Mexico Secretary of State will act as your LLC’s registered agent.
- Your LLC will be held liable for all fees that it would have paid as a registered foreign LLC for all the years (or parts of years) spent operating unregistered in New Mexico.
- Your LLC will be subject to a civil penalty of up to $200 per year (or parts of years) spent operating unregistered in New Mexico.
- Your LLC will be prevented from continuing to operate in New Mexico by injunction until you have paid the civil penalty leveled by the state.
Does a foreign LLC have to file an annual report in New Mexico?
No. New Mexico LLCs are not required to file annual reports with the Secretary of State.
How are foreign LLCs in New Mexico taxed?
Like domestic New Mexico LLCs, you must pay all applicable New Mexico taxes. LLCs are taxed as pass-through entities by default. This means that your LLC’s profits “pass through” your company to its members. The profits are then reported as income on your members’ taxes. There are a couple of circumstances where your LLC may need to pay additional taxes:
- If you choose to have your LLC taxed as a corporation, you’ll also have to pay a Franchise Tax in New Mexico.
- If you are a marketplace seller without a physical presence in the state making at least $100,000 in taxable gross receipts from sales in New Mexico, you’ll need to pay the Gross Receipts Tax.
How can I withdraw my New Mexico foreign LLC?
To withdraw your New Mexico foreign LLC, you’ll need to file a Foreign Limited Liability Company Application for Cancellation of Registration. The filing fee is $25.
Can I register as an anonymous foreign LLC in New Mexico?
No. In New Mexico, you can register an LLC anonymously if you avoid putting personal information in your New Mexico Articles of Organization. However, you can’t register anonymously as a foreign LLC because the information contained in your formation paperwork from your home state is not anonymous. To operate anonymously in New Mexico, you’d need to form a new LLC.