Business dissolution in NM means taking action at two separate state agencies: the New Mexico Secretary of State and the New Mexico Taxation and Revenue Department. The NM Secretary of State handles entity dissolution, while the New Mexico Taxation and Revenue Department closes your tax accounts.
Business owners who skip filing the necessary paperwork with both agencies risk leaving their entity legally active and thereby triggering continued annual fees, ongoing tax obligations, and potential personal liability for LLC members or corporate directors.
To help you successfully complete a business dissolution in The Land of Enchantment, this guide offers important information and key insights about what steps need to be taken, from the internal vote through filing final federal tax returns.
Business dissolution in NM at a glance
- Dissolving a business in New Mexico is a two-track process. File dissolution paperwork with the New Mexico Secretary of State and separately close your tax accounts with the New Mexico Taxation and Revenue Department.
- Limited liability companies (LLCs) and corporations follow different approval and filing requirements.
- The filing fee for LLC articles of dissolution is $25; for corporation dissolution, $50. Always verify both before filing.
- You must wind up all business affairs before or alongside your dissolution filing, not after.
What does it mean to dissolve a business in New Mexico?
Business dissolution in NM means formally ending your entity's legal existence with the state, not just closing your storefront or walking away. You need to complete two separate actions: File dissolution documents with the New Mexico Secretary of State and close your tax accounts with the New Mexico Taxation and Revenue Department.
Voluntary, administrative, and judicial dissolution
New Mexico law recognizes three types of business dissolution:
- Voluntary dissolution is the path most business owners in New Mexico take, and what this article covers. Members or shareholders choose to close the business, approve the decision through a vote, and file the required paperwork.
- Administrative dissolution happens when the Secretary of State dissolves your entity without your consent, typically because annual reports weren't filed or associated fees weren't paid. This means an entity you assumed was simply inactive can still carry legal and financial obligations.
- Judicial dissolution is ordered by a court, usually due to serious owner disputes, fraud, or operational deadlock.
Note: This guide covers LLC and corporation dissolution in depth. If your business is a nonprofit, see our full resource on how to dissolve a nonprofit corporation. If you operate a partnership, see our guide on how to dissolve a business partnership.
How to dissolve an LLC in New Mexico
Business dissolution in New Mexico for an LLC generally requires taking the following steps.
Step 1: Hold a member vote to approve dissolution
The terms of your business operating agreement should control this process and will likely specify the vote threshold and any procedural rules. However, if your LLC has no operating agreement, New Mexico default rules require a simple majority.
Make sure to document the outcome in signed meeting minutes or a written consent record. You may need them to support the dissolution filing or respond to a future creditor claim.
Step 2: Wind up business affairs and notify creditors
Winding up is the process that closes out the LLC's obligations before the state terminates the LLC’s legal existence. To properly wind up your business affairs, take the following actions:
- Notify known creditors in writing. Provide a mailing address for submitting claims and use certified mail for a delivery record. New Mexico does not require publication of a dissolution notice for LLCs, but notifying unknown potential claimants publicly can help cut off future claims.
- Pay outstanding debts. Settle all loans, vendor invoices, credit obligations, and other liabilities.
- Complete or terminate open contracts. Wrap up ongoing agreements or formally assign them where contract terms permit.
- Distribute remaining assets to members. Follow your operating agreement, but if it doesn’t speak to distribution of assets, New Mexico law dictates distributing based on current capital ownership percentages.
- Close business bank accounts and credit lines after all debts are paid and assets distributed.
Step 3: Close New Mexico tax accounts
You can complete the closure of your New Mexico tax accounts through the Taxation and Revenue Department's Taxpayer Access Point. Common accounts to close generally include:
- Gross Receipts Tax (GRT), if your LLC sold goods or services in New Mexico
- Employee Withholding Tax, if your LLC had employees
- Unemployment Insurance Tax, if your LLC carried payroll
You must request a Certificate of No Tax Due to confirm your tax accounts are in good standing.
Step 4: File articles of dissolution with the New Mexico Secretary of State
Your articles of dissolution can be submitted through the Secretary of State's online portal. When filling out the articles of dissolution, you’ll need to include the following information:
- Your LLC's legal name, DBA name, and business ID number
- Dates when articles of organization were filed and any amendments
- The event that triggered dissolution
- Name and address of the parties responsible for winding up
- Effective date (the date of filing, unless specified)
The filing fee is $25, payable when you submit online. Expedited options are available for an additional fee, otherwise the standard processing time is 10–15 business days.
If your LLC acts as a registered agent for another company, you must confirm in writing on your articles of dissolution that you have formally resigned as a registered agent or are not currently listed as a registered agent for any organization.
Step 5: Cancel business licenses and file final returns
Filing articles of dissolution does not automatically cancel your licenses or permits. You need to proactively contact each issuing agency directly and request cancellation in writing.
Common licenses to address include your New Mexico Business Registration Certificate, professional or occupational licenses, local business licenses, and industry-specific permits. Make sure to retain copies of each cancellation confirmation.
You’ll also need to notify tax authorities. File final state and federal income tax returns and check the "final return" box. To close your employer identification number (EIN) business account, send a written request to the IRS that includes your EIN, business name, address, and reason for closure.
How to dissolve a corporation in New Mexico
Corporation dissolution in NM typically requires more pre-filing steps than an LLC.
Step 1: Board and shareholder approval
The board must adopt a resolution recommending dissolution and put it to a shareholder vote. Written notice must go to each shareholder of record entitled to vote, stating that the purpose of the meeting is to consider dissolving the corporation.
If your bylaws set a supermajority threshold for dissolution, that requirement governs. If your bylaws don’t specify, connect with a New Mexico attorney before moving forward.
Step 2: Resolve tax accounts
Once shareholders approve, the corporation must resolve tax accounts by notifying the NM Department of Taxation and Revenue via the TAP online portal and requesting a Corporate Certificate of No Tax Due. orIt’s not a form to fill out, rather this statement must include a copy of the shareholder resolution, the number of shares outstanding, and the vote count for and against dissolution.
Step 3: File a statement of intent to dissolve
New Mexico no longer accepts paper filings. You can file your statement of intent to dissolve online through the Enterprise Business Portal. You will need to attach a formal notarized documentation of the shareholder and board approval.
Document everything: board resolutions, shareholder meeting minutes, vote tallies, and the filed statement of intent. You'll need them to complete your articles of dissolution filing.
Step 4: Wind up, notify creditors, and distribute assets
Before filing your articles of dissolution, make sure all debts and liabilities have been paid (or adequate provision made) and all remaining assets distributed to shareholders according to their respective rights and interests.
- Notify all known creditors in writing about your dissolution. Include a mailing address for submitting claims and use certified mail.
- Take steps to pay all outstanding debts and liabilities. This entails settling loans, paying vendor invoices, finalizing lease obligations, processing final payroll, and resolving other liabilities before distributing anything to shareholders.
Once debts, liabilities, taxes, and payroll are paid, you can distribute any remaining assets to shareholders. Then, after all financial matters have been completely resolved, you can close business bank accounts and credit lines.
Your articles of dissolution must confirm that all remaining property and assets have been distributed to shareholders in accordance with their respective rights and interests.
Step 5: Close tax accounts with the New Mexico Taxation and Revenue Department
Next, you need to close your tax accounts, because the Secretary of State will not accept your articles of dissolution without the Corporate Certificate of No Tax Due.
Start this process early, since obtaining the certificate can add weeks to your timeline. If possible, try to request it as soon as you have filed your Statement of Intent to Dissolve and begun winding up your business affairs.
Accounts to close include:
- Corporate Income and Franchise Tax
- Gross Receipts Tax (GRT), if your corporation sold goods or services in New Mexico
- Employee Withholding Tax, if you had employees
- Unemployment Insurance Tax. File a final report with and request clearance from the Department of Workforce Solutions if your corporation had payroll
Also notify the IRS. File a final federal corporate income tax return and check the "final return" box. To close your EIN account, send a written request to the IRS that includes your EIN, business name, address, and the reason for closure.
Step 6: File articles of dissolution with the New Mexico Secretary of State
Once your statement of intent to dissolve is on file, all debts are settled, assets are distributed, and you have your Corporate Certificate of No Tax Due in hand, then you are ready to file the articles of dissolution. The filing fee is $50.
The articles of dissolution need to confirm the following information:
- The name of the corporation
- Proof that the Secretary of State previously filed a statement of intent to dissolve, and the date it was filed
- That all debts, obligations, and liabilities have been paid and discharged, or that adequate provision has been made
- That all remaining property and assets have been distributed to shareholders in accordance with their respective rights and interests
After filing articles of dissolution, the processing time is generally up to 15 business days. Expedited options are available for an additional fee. Once the articles are processed, the Secretary of State will issue the certificate of dissolution, which reflects the end of the corporation’s legal existence.
What happens if you don't formally dissolve your New Mexico business?
If you skip formal business dissolution in NM, then you risk your entity remaining legally active on state records. If your business is still viewed as “active” by the state, then annual report fees and tax obligations will continue to accrue.
The Secretary of State can initiate administrative dissolution for noncompliance, and LLC members or corporate directors may remain personally exposed to ongoing liability even after you've stopped operating.
Formal business dissolution in NM is the only pathway to cleanly end your legal and financial obligations to the state.
Dissolve your New Mexico-based business with LegalZoom
For businesses in good standing, LegalZoom can help prepare and coordinate your New Mexico Secretary of State filing and organize your shutdown checklist. In addition, LegalZoom’s Business Dissolution Manager service offers peace of mind with hands-on dissolution management, start to finish, by trained and dedicated professionals.
Please note that our dissolution services do not replace your accountant for final tax filings or the services of an attorney for legal disputes.
FAQs about dissolving a business in New Mexico
How much does it cost to dissolve an LLC in New Mexico?
The Secretary of State charges a $25 filing fee for LLC articles of dissolution. Additional costs may include final tax return preparation, outstanding tax balances or penalties, and professional service fees if you use a dissolution service such as LegalZoom.
How do I dissolve a foreign LLC or corporation registered in New Mexico?
A foreign entity files a certificate of withdrawal with the New Mexico Secretary of State. This is separate from dissolving the entity in its home state, and both filings are required to fully dissolve a business.
How long does the New Mexico dissolution process take?
The Secretary of State takes between 10 and 15 business days for LLC filings, and up to 15 business days for corporate filings.
If you are dissolving a corporation in New Mexico, obtaining the Corporate Certificate of No Tax Due can add several additional weeks. Start that process as early as possible.
Do I need to file a final New Mexico state tax return before dissolving?
Yes. All active tax accounts, including gross receipts, withholding, and for corporations the Corporate Income and Franchise Tax, require a final return marked as final before the accounts can be closed. Corporations must also obtain a Corporate Certificate of No Tax Due before the Secretary of State will accept their articles of dissolution.
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