Understanding New Mexico LLC Laws
The rules for starting and running a New Mexico limited liability company (LLC) are laid out by New Mexico LLC laws.
In this guide, we offer simple explanations to New Mexico LLC laws about:
To learn more about starting an LLC, visit our form an LLC guide.
LLC Formation Requirements
New Mexico LLC laws set out the requirements for forming an LLC. The State of New Mexico has created the SOS online business formation portal.
New Mexico LLC Formation Statute
The following LLC formation statutes are from the New Mexico Limited Liability Company Act:
53-19-8. Articles of organization.
The articles of organization shall set forth:
A. a name for the limited liability company that satisfies the requirements of Section 53-19-3 NMSA 1978;
B. the street address of the initial registered office and the name of the initial registered agent at that address and the street address of the limited liability company's current principal place of business, if different from the address of its registered office;
C. the period of duration, if other than perpetual;
D. if management of the limited liability company is vested to any extent in a manager, a statement to that effect;
E. if the limited liability company may carry on its business and affairs as a single member limited liability company, a statement to that effect; and
F. any other provision that the persons signing the articles choose to include in the articles, including provisions for the regulation of the internal affairs of the limited liability company.
History: Laws 1993, ch. 280, 8; 1999, ch. 132, 2; 2003, ch. 318, 51.
Start forming your LLC by reading our Best LLC Services review.
What This Means: Key Takeaways*
The New Mexico LLC statute provides the requirements for setting up (or forming) an LLC. The State of New Mexico offers online LLC filing to meet these requirements.
Required Information for New Mexico LLC Formation:
- LLC’s name (Must meet New Mexico LLC naming requirements)
- LLC principal office’s street and mailing address
- Registered agent’s name, New Mexico address, and signature of acceptance
- How long the LLC will exist, if not perpetual
- Whether the LLC will be managed by a manager
- Whether the LLC is a single-member LLC
Optional Information for New Mexico LLC Formation:
- LLC organizers can add their own provisions as long as the provisions don’t conflict with LLC statute.
Recommended: For help with completing the LLC formation forms, visit our New Mexico LLC Articles of Organization guide.
Registered Agent Duties and Appointment
New Mexico LLC laws define the duties and appointment of the LLC registered agent.
New Mexico LLC Registered Agent Statute
The following registered agent statutes are from the New Mexico Limited Liability Company Act:
53-19-5. Registered office and registered agent; change of principal place of business.
A. A limited liability company shall maintain in New Mexico:
(1) a registered office that may be the same as the limited liability company's principal place of business; and
(2) a registered agent for service of process on the limited liability company that is either:
(a) an individual resident of New Mexico;
(b) a domestic corporation, limited liability company or partnership having a place of business in New Mexico that is the same as the registered office; or
(c) a foreign corporation, limited liability company or partnership authorized to transact business in New Mexico having a place of business that is the same as the registered office.
B. A limited liability company may change its registered office or registered agent by delivering to the commission [secretary of state] a statement setting forth:
(1) the name of the limited liability company;
(2) the name of its current registered agent;
(3) the street address of its current registered office; and
(4) if its current registered agent is to be changed:
(a) the name of its successor registered agent;
(b) the street address of the successor registered agent's place of business;
(c) a statement that such address is the same as the current address of the limited liability company's current registered office or, if there is a concurrent change in the address of the registered office, as the new address of the registered office; and
(d) the statement of the successor registered agent that the agent accepts the appointment;
(5) if the current address of the place of business of its current registered agent is to be changed, the new street address of the place of business of the current registered agent and a statement that the new street address is the same as the address of the limited liability company's registered office or, if there is a concurrent change in the address of the registered office, as the new street address of the registered office; or
(6) if the address of its current registered office is to be changed, the new street address to which the current registered office is to be changed and a statement that the new address is the same as the street address of the place of business of the current or, if there is a concurrent change of the current registered agent, of the successor registered agent of the limited liability company.
C. If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any limited liability company corporation for which the registered agent is the registered agent by notifying the limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the public regulation commission [secretary of state] for filing a statement that complies with the requirements of this section but need not be responsive to Paragraph (4) of Subsection B of this section and recites that the corporation has been notified of the change.
D. If the public regulation commission [secretary of state] finds that the statement conforms to the provisions of this section, it shall file the statement in its office and, upon such filing, the change of registered agent, change of address of the registered office or change of the registered agent's place of business shall become effective and fulfill any requirement that such change be reported to the commission [secretary of state].
E. A registered agent of a limited liability company may resign as registered agent by delivering a written notice, executed in duplicate, to the public regulation commission [secretary of state], which shall mail a copy of the notice to the limited liability company at its principal place of business as shown on the records of the commission [secretary of state]. The resigning registered agent's appointment terminates thirty days after receipt of the notice by the commission [secretary of state] or on the effective date of the appointment of a successor registered agent, whichever occurs first.
F. A limited liability company shall notify the public regulation commission [secretary of state] of a change in the street address of its principal place of business by delivering a written statement to the commission [secretary of state] setting forth such change.
History: Laws 1993, ch. 280, 5; 2003, ch. 318, 50.
What This Means: Key Takeaways*
A registered agent’s job is to accept service of process (legal summons to a lawsuit).
A New Mexico registered agent must:
- Maintain a registered office in New Mexico (i.e., no P.O. boxes)
- Be an individual, a New Mexico corporation or LLC, or foreign corporation or LLC with a business address that is the same as the registered office address
Registered agent information is kept on file by the State of New Mexico. If you change your registered agent or if your registered agent resigns, you must file a change of registered agent form and a consent to appointment of successor registered agent form.
Operating Agreements
New Mexico LLC laws provide guidelines for creating and maintaining an LLC operating agreement.
The following operating agreement statutes are from the New Mexico Limited Liability Company Act:
53-19-2. Definitions.
O. "operating agreement" means a written agreement providing for the conduct of the business and affairs of a limited liability company and that agreement as amended in writing;
What This Means: Key Takeaways*
An LLC operating agreement allows LLC members to create rules for how their unique LLC operates. These rules are often called “terms” or “provisions.”
Operating agreements are limited by state statute. For example, if the statute says LLC members can’t dissolve an LLC without all members agreeing, LLC members can’t change or override the statute with an operating agreement.
When an operating agreement is in place, it’s easier to navigate situations involving the operation of the LLC. And, if a lawsuit or dispute arises, LLC members (or the courts) have something to reference.
If a dispute arises that can’t be resolved by LLC members and there isn’t an operating agreement, the courts will use LLC statute to resolve disputes.
Creating an Operating Agreement
Some LLCs, such as professional LLCs or real estate LLCs, might need unique terms, while others might only need to cover standard provisions:
- Each member’s responsibilities
- How new members will be admitted
- How existing members may transfer or terminate their membership
- How profits and dividends will be distributed
- The process for amending the operating agreement
Use our free operating agreement template or learn more with our What Is an Operating Agreement guide.
*This information is provided for educational and entertainment purposes only. Please consult a lawyer for legal advice.