New Mexico Foreign LLC

New Mexico is known as “The Land of Enchantment” with year-round warm weather, incredible rock formations, and a desirable cost of living. Given the state’s growing population, it’s no surprise that the abundance of business opportunities and incentives entices entrepreneurs to expand their businesses into New Mexico.

Already know you want to expand your business and form a New Mexico Foreign LLC? Avoid the hassle and hire a professional service like Northwest to handle the formation process.

New Mexico Foreign LLC Overview

If you own a business you registered as a limited liability company (LLC) in another state and you plan to do business in New Mexico, you must register as a foreign LLC. A foreign LLC is an extension of an existing LLC that allows you to legally conduct business in another state. Since a foreign LLC is simply an expansion of an existing business, if you don’t currently have a legal business entity and want to begin your business in the state of New Mexico, consider forming a traditional New Mexico LLC.

This guide will provide everything you need to know to register your business as a foreign LLC in New Mexico.

Do I Need to Register as a Foreign LLC in New Mexico?

Because LLCs are created and affiliated with individual states, you’ll need to register your company as a New Mexico foreign LLC in order to transact business there if you initially formed your business in another state. New Mexico legal statutes don’t define what constitutes “transacting business,” but you should consider filing as a foreign LLC if your business:

• Has employees or agents working in the state
• Leases or owns a working warehouse, storefront, or business office in New Mexico
• Performs a service or sells products in the state
• Manufactures, assembles, or repairs products in the state

What Happens if I Fail to Register My Business as a New Mexico Foreign LLC?

If you conduct business in New Mexico before registering your business as a foreign LLC, you won’t have the ability to bring a lawsuit in the state. In addition, your business will be liable for fees and penalties like a civil penalty of up to $200 for each year you conduct business in New Mexico without proper registration. However, failing to register as a foreign LLC won’t invalidate your contracts and you can still defend your LLC from lawsuits.

The New Mexico Secretary of State also will act as your LLC’s registered agent. They’ll prevent your business from continuing to operate in the state by injunction until you pay all civil penalties and complete the foreign LLC registration process. Filing the proper paperwork from the beginning can save you both time and money. 

How to Register Your LLC as a Foreign LLC in New Mexico

You must complete the Foreign LLC Application for Registration to designate your business as a foreign LLC in New Mexico.

Recommended: Save yourself the hassle and have a professional service file your New Mexico foreign LLC paperwork for you. This’ll ensure everything is done right and give you time to work on what really matters — growing your business.

Appoint a New Mexico Registered Agent

Before you begin your application to register your foreign LLC, you must appoint a registered agent with a New Mexico address. You can hire an individual for this role or work with a business qualified to act as an agent. A registered agent will act on your behalf to receive legal or state documents as well as official notices and forward them to you promptly in your home state.

Hiring a professional registered agent service can help you protect your privacy and ensure you have a reliable person able to receive your documents at all times.

Obtain a Certificate of Good Standing in New Mexico

New Mexico requires you to obtain a Certificate of Good Standing from your business’s home state and submit it with your application to register as a foreign LLC. A Certificate of Good Standing states your LLC is up to date with all of its taxes and fees in its home state. Your Certificate of Good Standing must be no older than 30 days. 

Complete the Foreign LLC Application for Registration

The first page of this document includes a standard checklist that outlines what you’ll need to submit (i.e., your completed application, Certificate of Good Standing, and a check or money order to cover the $100 filing fee). 

Follow these instructions to complete the application form:

1. LLC Basic Information: Enter your LLC’s name as it appears on the formation documents in its home (domestic) state, the name of its home (domestic) state, its date of formation as well as its business email address and phone number. If your business name doesn’t include the words “limited liability company,” “limited company,” or the abbreviation “LLC,” you must enter your company's name and include the word ending you prefer on the provided line. 
2. Company Purpose: Describe the purpose or reason for which you created your business.
3. Registered Agent: List the name of your appointed registered agent as well as their New Mexico street, mailing, and principal office addresses. If you appoint an authorized corporation as your registered agent, list its address in the line for the corporation's mailing address. Consider using a professional registered agent service.
4. Names and Addresses of the Person(s) in Whom Management of the LLC is Vested: Provide the names and complete addresses of the people in management positions at your company. You must then have an authorized person sign this form. 
5. Statement of Acceptance of Appointment by Designated Initial Registered Agent: Have your appointed registered agent complete and sign this section, stating they accept the appointment and confirm the information on the document is true.
6. Document Delivery Instruction Form: Enter a contact name, phone number, “attention to” person or department, mailing address, and email address. New Mexico will use this information to deliver your Certificate of Registration once it reviews and approves your application. 

File the Foreign LLC Application for Registration in New Mexico

Once you complete the Foreign LLC Application for Registration, you can submit by mail. You can pay the $100 filing fee with a check or money order made out to the New Mexico Secretary of State or “NMSOS.” 

File as a New Mexico Foreign LLC

File the Form by Mail With the New Mexico Secretary of State

Fee: $100

Mailing Address:
New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Ste. 300
Sante Fe, NM 87501

How Long Will It Take to Process My Foreign LLC Application in New Mexico?

In New Mexico, it typically takes 30 days to process a foreign LLC registration application. There currently is no option for expedited processing.

How to Keep Your New Mexico Foreign LLC Compliant

Keeping your New Mexico foreign LLC in compliance requires you to maintain your business in accordance with New Mexico laws. 

After the Secretary of State’s office reviews and approves your paperwork, you’ll receive a Certificate of Registration sent to the email address you provided on the Document Delivery Instruction Form. You can obtain copies of your Certificate of Registration through the New Mexico Secretary of State’s online portal.

New Mexico Foreign LLC Taxes

New Mexico will tax your foreign LLC like a traditional LLC so it’ll benefit from pass-through taxation. That means your LLC’s profits will pass through to its members' individual tax returns. You also may need to pay additional taxes, depending on your LLC’s business circumstances. 

You can speak with an accountant or lawyer to learn more.