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How To Withdraw A Foreign New Mexico LLC Or Corporation

 

New Mexico Public Regulation Commission Certification of Authority Cancellation Requirements and Instructions

Foreign LLC registered in New Mexico:

To withdraw or cancel your foreign LLC in New Mexico, you fill out and send Form FLLC-CAR, New Mexico Application for Certificate of Cancellation and a duplicate copy to the Public Relations Commission (PRC) Corporations Bureau. Include a check or money order for the amount of the filing fee. The form is available online (see link below).

Foreign corporation registered in New Mexico:

To withdraw or cancel your foreign corporation in New Mexico, you provide the completed Form FPR-WD, New Mexico Application for Certificate of Withdrawal and a duplicate copy to the PRC.
Withdrawing your foreign corporation from New Mexico requires that you first obtain clearance for withdrawal from three New Mexico state agencies: Taxation and Revenue Department, Department of Workforce Solutions, and the Public Relations Commission. The application is available online (see link below).  All three clearances must be submitted with your application for withdrawal. Payment of the filing fee can be made by check or money order.

The form you need to withdraw your foreign entity from New Mexico is also in your online account when you sign up for registered agent service with Northwest.

Foreign New Mexico LLC or Corporation Withdrawal FAQ

How much does it cost to cancel your out of state registration with New Mexico?

To withdraw/cancel your foreign New Mexico Limited Liability Company the $25 filing fee is required.

To withdraw/cancel your foreign New Mexico Corporation the $50 filing fee is required.

Expedited filing is available.  Your withdrawal can be processed on the day it is received (if before 2:00 pm) for an additional fee of $300. You withdrawal can be processed within two days of receipt for an additional $200 fee. If you choose expedited filing, remember to attach the Request for Expedited Filing and separate payment.  The request form is online (see link below).

New Mexico registered agent resignation may also be necessary.

Do you need a New Mexico Department of Revenue Clearance first?

Withdrawing your foreign corporation from New Mexico requires that you first obtain clearance for withdrawal from three New Mexico state agencies, including the PRC. The PRC will not grant clearance to withdraw your corporation unless you are current with your fees and filings.

How do I get a New Mexico Tax Clearance Certificate?

To obtain the three necessary clearances, fill out the appropriate form and submit it to the corresponding New Mexico state agency.

First, you need a Certificate of No Tax Due from the Taxation and Revenue Department, Audit and Compliance. To obtain your certificate, complete and file Form ACD-31096 New Mexico Tax Clearance Request. The Tax Clearance Request form is available online.

Next, you will need a Certificate of Compliance from the New Mexico Department of Workforce Solutions, Employment Security Division. To receive your certificate, fill out and submit the New Mexico Tax Clearance Request for Dissolution or Withdrawal, which is available online (see link below).

Finally, you are required to get a Letter of Clearance from the Public Relations Commission, Corporations Bureau/Corporate Report Compliance Division. The Application for Tax Clearance for Dissolution/Withdrawal is included with the Application for Certificate of Withdrawal which is online (see link below). After you submit the application, the PRC will send you the Letter of Clearance.
All three clearances must then be submitted with your application for withdrawal.

What New Mexico Agency do I send my application for a Tax Clearance Certificate?

Complete the Tax Clearance Request and send it to:
Taxation and Revenue Department
Audit & Compliance Support Office
PO Box 5557
Santa Fe, NM 87502-5557

Complete the Tax Clearance Request and send it to:
New Mexico Department of Workforce Solutions
ES Section Supervisor, Office sub-section (Clearance)
PO Box 2281
Albuquerque, New Mexico 87103

Complete the Application for Tax Clearance and mail it to:
Public Regulation Commission
Tax Compliance Division
PO Box 1269
Santa Fe, NM 87504-1269

The three tax clearances must then be submitted to the PRC with your application for withdrawal.

How long does it take the state to process the withdrawal filing?

It takes the PRC up to fifteen business days to process the application for withdrawal. But remember, you must also obtain and submit all three clearances which will add time to the overall process, especially if your taxes are not current.

What agency do you need to file the withdrawal with??

New Mexico requires original signatures so you can only file by mail or in person.

Submit your Application for Certificate of Withdrawal and a duplicate copy, all three clearances, and a check or money order for the amount of the filing fee.

Mail documents to:
New Mexico Public Regulation Commission
Tax Compliance Division
PO Box 1269
Santa Fe NM 87504-1269

Documents filed in person or by delivery service shall be delivered to:
New Mexico Public Regulation Commission
Corporations Bureau filing desk
P.E.R.A. Building, Room 413
1120 Paseo de Peralta
Santa Fe, New Mexico 87505

What happens if you don’t file a withdrawal and just let your biennial report filings go unfiled?

New Mexico requires corporations to file biennial, rather than annual, reports. If you do not file the report or your report is late, there is a penalty of $200. If you file the report late, you must enclose the $200 and the filing fee with your report.

In order to withdraw, a New Mexico corporation needs to get clearance from the PRC.  The PRC will not issue such clearance unless the corporation is in good standing.  Good standing means that the entity has filed their reports and fees.  So, if you don’t file your reports and/or fees, you can’t withdraw your corporation from New Mexico.

If you just don’t file a biennial report, how long before you lose your Certificate of Authority?

New Mexico corporations that don’t file biennial reports will have their certificate of authority revoked sixty days after the PRC mails written notice to the corporation that their report is delinquent.

LLCs are not required to file biennial reports with the New Mexico PRC.
If the PRC administratively revokes your entity, it reserves your name during the two year period for reinstatement. If you are granted reinstatement, your name is restored.

What are the late fees and penalties to re-register if your registration is forfeited?

If you don’t file your corporation’s biennial reports and your registration in New Mexico is terminated, you must pay a fee to be reinstated. The reinstatement fee is $200. That is why you need a good registered agent in New Mexico. When you sign up with Northwest, we provide biennial report reminders and calendaring to help you stay on top of your reporting requirements.

Limited liability companies are not required to file annual reports, but would have to pay any overdue fees to be reinstated.

How long does the registered agent have to accept service of process after a foreign corp or llc has filed a Certificate of Withdrawal of Registration?

The registered agent no longer has to accept service once the process is complete and the certificate of withdrawal has been issued by the PRC. By filing for withdrawal, the foreign entity consents that service of process may thereafter be made upon the Secretary of State of New Mexico.

PRC forms:
http://www.sos.state.nm.us/Business_Services

Dept. of Workforce Solutions tax clearance request:
http://www.dws.state.nm.us/Portals/0/DM/Business/Tax_Clearance_Request.pdf

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