Form a New Mexico LLC
Ready to start your limited liability company? Transform your organization into a legal business entity in three easy steps today with LegalZoom. As an LLC, you'll gain the ability to protect your personal assets from financial risk and enjoy the benefits of a corporation with fewer formalities. We'll help you choose how you want to organize your LLC and walk you through the whole process.
Forming a New Mexico Limited Liability Company: When you form your New Mexico LLC with LegalZoom, we prepare and file your articles of organization with the Corporations Division of the New Mexico Secretary of State. We also conduct a name search for your New Mexico LLC, to assist you in the preparation of your operating agreement and other customized services corresponding to your needs. Once your articles of organization have been successfully filed, your New Mexico LLC has been formed and begins its existence as a legal business entity.
LegalZoom LLC Overview
Registering a Limited Liability Company Name: Choosing a business name is one of the first steps in the process of forming your New Mexico Limited Liability Company. The name that you choose:
Must contain, as the last words of the name, the words "limited liability Company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC". The word "limited" may be abbreviated as "ltd." and the word "company" may be abbreviated as "co."."
Must be distinguishable from the name of any New Mexico limited liability company, limited partnership or corporation existing under the laws of this state; foreign limited liability company or corporation authorized to transact business in this state; and name reserved in this state.
A New Mexico LLC may apply to the secretary of state for authorization to use a name that is not distinguishable if the applicant files with the commission a certified copy of a final decree of a court establishing the prior right of the limited liability company to use such name in this state.
LegalZoom allows you to choose up to 3 names, in order of preference. We will conduct a name check for your New Mexico Limited Liability Company before filing to see which names are available.
Articles of Organization: In any New Mexico LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the New Mexico Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your New Mexico LLC formation. This information must include:
The LLC name
The street address of the initial registered office and the name of the initial registered agent at that address
The street address of the limited liability company's current principal place of business, if different from the address of its registered office
The duration of the LLC if other than perpetual
A statement as to whether the LLC will be manager-managed
A statement as to whether the LLC may carry on its business and affairs as a single member LLC
A statement of the person appointed registered agent accepting appointment as the registered agent
Any other provisions, not inconsistent with law, for the regulation of the internal affairs of the LLC
Filing: Your LLC is considered organized once the original articles of organization and one (1) exact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons.
Unless otherwise specified, the record must be signed in the name of the LLC by: (1) a manager, if the LLC is manager-managed, (2) by a member, if the LLC is member-managed, (3) by a person forming the LLC if it has not been formed; or (3) by a receiver, trustee or court-appointed fiduciary if the LLC is in the hands of a receiver, trustee or fiduciary. The record must also state the name and title (capacity) of the signer.
A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.
Additionally, a New Mexico LLC formation generally requires inclusion and/or considering of the following:
Operating Agreement: Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.
Membership: A LLC must have one or more members. Requirements:
Minimum Number of Members: One or more
Procedure for Membership: : The member may acquire an interest in the LLC
Resignation of Membership: Certain prohibitions exist surrounding the ability of a member to resign from the company.
A member may not resign from a limited liability company except in accordance with the operating agreement
If the resignation or withdrawal of a member violates the operating agreement:
o The amount payable to the member who has resigned or withdrawn is the fair market value of his interest reduced by the amount of all damages sustained by the company or its other members as a result of the violation; and
o The company may defer the payment for so long as necessary to prevent unreasonable hardship to the company.
A member who resigns or withdraws ceases to be a member, has no voting rights and has no right to participate in the management of the company, even if under this section a payment due him from the company is deferred.
Contribution:The contributions of a member to the LLC may consist of cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services
Registered Agent In New Mexico
LegalZoom can also provide your business with a Registered Agent in New Mexico. Every New Mexico LLC must continuously maintain a registered office and agent (which can be a person or office) to receive official state correspondence and notice if the company is "served" with a lawsuit.
Eligibility Requirements: The registered agent in New Mexico may be: (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 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.
Registered Office: The registered office may be, but does not need to be, the New Mexico LLC's place of business.
New Mexico Secretary of State
Taxes and Fees
Once a New Mexico LLC has been created, the New Mexico Secretary of State will require certain recurring responsibilities and duties. The most important of these are explained below. For further information, refer to the New Mexico Secretary of State office.
Records: Each limited liability company shall keep following records open to inspection at its office:
A list containing the full name and last known mailing address of all current and former members and managers
A copy of the articles of organization and all amendments or restatements of the articles, together with executed copies of any powers of attorney pursuant to which any articles, amendments or restatements have been executed
A copy of each of the limited liability company's federal, state and local income tax returns and financial statements for the three most recent years or, if such returns or statements were not prepared for any reason, copies of the information and statements necessary to enable the members to prepare their own federal, state and local tax returns for such periods;
A copy of every current and prior operating agreement, and all amendments thereto
Unless the following statements are included in the articles of organization or an operating agreement:
o A current statement of the capital contributions made by each member specifying the amount of cash and the agreed value of other property received by the LLC and the agreed value of services as a capital contribution that each member has rendered to the LLC
o A statement of the cash, property and services that each member has agreed to contribute or render to the LLC in the future, and of the principal balance outstanding under any promissory note payable in respect of a capital contribution, and of the amount of the capital contribution with which each such member shall be credited upon receipt of such cash, property or services, or any part thereof, by the LLC
o A statement of the times at which, or the events on the happening of which, any additional contributions to or withdrawals from capital to which the members have agreed are to occur; and
Documents or any other writings required to be made available to members by the articles of organization or operating agreement.
Acts Triggering Dissolution: A New Mexico LLC is dissolved upon the happening of any one of the following events:
Occurrence of event specified in writing in the operating agreement
Upon the written consent of members having a majority share of the voting power of all members, except as otherwise provided in the articles or an operating agreement
Upon entry of a court order
A LLC can offer certain tax advantages over a corporation, including the availability of more deductions. Additionally, a LLC is not required to be a separate tax entity like a corporation; instead it can be a "pass-through entity" so that the LLC owners report business losses or profits on their personal tax returns, like a partnership.
Federal Income Tax: Unless you elect to tax the LLC as a corporation, the IRS treats single-member LLCs as sole proprietorships for tax purposes. This means the LLC itself does not pay taxes and does not have to file a tax return. Unless you elect to tax the limited liability company as a corporation, the IRS treats multi-owned LLCs as partnerships for tax purposes. This means that LLC owners each pay taxes on their lawful share of the profits on their personal income tax returns, not the LLC itself. If you desire, by filing IRS Form 8832, you may elect corporate taxation if you regularly need to keep a substantial amount of profits in your LLC.
State Income Tax: The LLC tax rate for New Mexico is variable, depending on New Mexico taxable net income.
Federal Tax Identification Number: Your LLC may need to obtain a federal tax identification number (also known as an employment identification number/ EIN), which is similar to an individual's social security number. Generally, you will not need a separate EIN number for your LLC as long as you are the sole owner and the LLC has no employees. However, if you are not the sole owner of the LLC or if the LLC has employees, your LLC will need a separate EIN number to open a bank account and for certain tax filing requirements LegalZoom can prepare your Federal Tax ID Application if you have not already done so.
Filings must be made with the New Mexico Secretary of State along with the appropriate filing fee. When appropriate, a check must accompany the document payable to the State of New Mexico, covering all charges for the Secretary of State.