Form a New Mexico LLC

At LawInc, we keep things simple and allow you to easily form your New Mexico (NM) Limited Liability Company online or over the phone (800-989-5294).

New Mexico LLC formation is simple with LawInc.com. Once you submit your application, we check name availability, prepare your Articles of Organization and file your paperwork with the New Mexico Secretary of State. As soon as your New Mexico LLC is formed, we forward you your final paperwork.

A New Mexico LLC can help protect your personal assets, such as your home, car or family savings. In the event of a lawsuit or if your business should fail, your personal assets cannot be touched, assuming you have properly formed, capitalized and maintained your LLC. This limited liability feature of a New Mexico LLCs is not available in a sole proprietorship or general partnership, where the business owners are personally liable for all business debts.

Let LawInc walk you through the New Mexico Limited Liability Company formation process. Our clear, concise and easy to use website, helps keep things simple.

New Mexico LLC Name

The first step in forming a New Mexico Limited Liability Company (LLC) is selecting the business name. New Mexico LLC names:

• Must contain must contain “Limited Liability Company,” or the abbreviation of “L.L.C.”

An available New Mexico LLC name may be reserved for 120 days.

LawInc.com permits you to choose up to three names and will conduct a name search for your New Mexico LLC, prior to filing.

New Mexico LLC Formation

New Mexico LLC Filing Procedure: When forming a New Mexico LLC, the New Mexico Articles of Organization must be filed with the New Mexico Secretary of State. The New Mexico Articles of Organization must state:

• The New Mexico LLC name.
• Name and address of each New Mexico LLC organizer.
• Street address of New Mexico registered agent.
• Street address of principle place of business.

New Mexico LLC Organizers: An New Mexico limited liability company can be formed by one (1) or more organizers.

New Mexico LLC Members: New Mexico LLCs require 1 or more members. There is no residence or age requirement. New Mexico LLC members are not required to be listed in the Articles of Organization.

New Mexico LLC Duration: The period of duration of a limited liability company shall be perpetual unless the New Mexico Articles of Organization place a limitation on the company’s existence or until dissolution or termination.

New Mexico Registered Agent: An New Mexico LLC must maintain a registered agent and office to receive service of process in New Mexico. The New Mexico registered agent should be available, at an New Mexico physical address, during normal business hours to accept important legal and tax documents on behalf of the New Mexico LLC. The registered agent can either be (1) a domestic entity or a foreign entity that is registered to do business in New Mexico or (2) an individual resident of the state. A New Mexico LLC may not act as its own agent.

New Mexico LLC Operating Agreement: After filing, it is highly advised that an operating agreement is drafted which dictates the LLC internal affairs and management. There is no set criteria, but an New Mexico LLC operating agreement should reference how the New Mexico LLC is managed, allocation of profits and losses and member capital contributions. The New Mexico LLC operating agreement does not need to be filed.

New Mexico LLC Post-Filing Requirements

New Mexico LLC Annual Report: New Mexico LLCs are not required to file annual reports.

New Mexico LLC Taxes

New Mexico State Income Tax: The LLC tax rate for New Mexico is variable, depending on New Mexico taxable net income.

Federal Income Tax: An advantage of the LLC is its tax flexibility. LLC members are allowed to select how the entity will be taxed. An LLC may be classified for federal income tax purposes as either a:

• Sole proprietorship
• Partnership, or
• Corporation.

Single member LLCs are treated the same as sole proprietorships. Profits are reported on Schedule C as part of your individual 1040 tax return. Self-employment taxes on New Mexico LLC net income must be paid just as you would with any self-employment business.

Most New Mexico multi-member LLCs elect to be treated as partnerships by the IRS and file IRS Form 1065. On this form, New Mexico LLC profits are reported and allocated to each of the owners according to the New Mexico LLC’s operating agreement. Each owner is given a Schedule K-1, which shows each owner’s share of LLC income or loss. The owner then reports and pays taxes on this income on the owner’s annual 1040 income tax return. It is important to note that as with sole proprietorships, all New Mexico LLC profits are taxed to the owners, even if they are not actually distributed by the LLC. This situation can arise when the LLC needs to use its profits to pay ongoing expenses.

If pass-through taxation is not desired, an LLC may elect to be taxed as a corporation by completing IRS Form 8832. If this election is made, the LLC is taxed as a C corporation by the federal government. Because the corporate income tax rates for the first $75,000 of corporate taxable income are lower than the individual income tax rates that apply to the taxable income of non-corporate taxpayers, it is possible a net income tax savings can result from this tax election. Additionally, an LLC can be taxed like an S corporation by filing IRS Form 2553.

Federal Tax Identification Number/Employer Identification Number (EIN): The Federal Tax Identification Number, also known as the Employer Identification Number (EIN) is a number that is assigned to a business by the Internal Revenue Service. An EIN is like a Social Security Number for a business. It is a requisite for certain business functions such as opening bank accounts or hiring employees. An EIN is typically required if the New Mexico LLC has more than one owner or any employees.

New Mexico LLC Dissolution/Cancellation

New Mexico LLC Dissolution/Cancellation: In order to dissolve or cancel an New Mexico LLC, the members or managers must file Articles of Dissolution with the New Mexico Secretary of State.

Acts Triggering New Mexico LLC Dissolution: A New Mexico LLC can be dissolved upon the happening of one of the following:

• At a time specified in the Articles of Organization or operating agreement;
• Upon occurrence of events specified in the Articles of Organization or operating agreement;
• Consent by the specific number or percentage of members indicated in the operating agreement;
• At any time there are no members; or
• Judicial decree to dissolve by a Court.