New Mexico LLC Registration: Everything You Need to Know
New Mexico LLC registration has specific formation requirements that are unique to the state. 3 min read
2. Creating the Articles of Organization
3. New Mexico Statutes
New Mexico LLC registration has specific formation requirements that are unique to the state. To register an LLC, you must file the necessary forms, pay the required fees, and meet the naming and formation requirements for New Mexico. Forms are filed with the Corporations Bureau.
Forming a New Mexico LLC
- Before registering for a New Mexico LLC, it's important to understand the business structure of an LLC and decide if it is a viable option.
- Begin the formation process by naming the LLC. The name of the business should have the words "Limited Liability Company" or "Limited Company," and abbreviations such as LLC, L.C., LC, or L.L.C., "Co" for company and "Ltd" for limited.
- Restricted words such as attorney, university, or bank require additional paperwork. Titles such as doctor or lawyer may require that a licensed individual be part of the limited liability company.
- Words that are prohibited include any that would cause confusion between the LLC name and a state or federal agency such as Secret Service, Treasury, CIA, or FBI.
- The name of the LLC must stand out from other business entity names that are already filed with the New Mexico Secretary of State.
- Verify the name is available by doing a name search.
- Use the Reservation of Limited Liability Company application with the SOS to reserve a name up to 120 days.
- LLCs in New Mexico are required to have an agent for service of process. The agent, also known as a registered agent, can be a business or person agreeing to send and receive any legal papers on behalf of the limited liability company. The LLC may not be its own registered agent.
- To create an LLC in New Mexico, Articles of Organization must first be filed with the office of the New Mexico Secretary of State. This may be done by mail or online.
- A signed Statement of Acceptance of Appointment by Designated Initial Registered Agent and the articles must be filed together.
Creating the Articles of Organization
When creating the Articles of Organization, there is specific information that must be included. The form is available at the Secretary of State website.
- Article 1 - Enter the name of your limited liability company along with either LLC or L.L.C.
- Article 2 - Enter the anticipated duration you plan for the LLC to be in existence. Leave the line blank if there is no set date for the LLC to close.
- Article 3 - Fill in the name (company or person) and address of the designated registered agent. A P.O. Box address is not allowed. The street address must be located in New Mexico. Enter the street address of your company's principal place of business. If the address is the same as the registered agent, leave it blank.
- Article 4 - If your LLC is manager-managed, check the box, otherwise, do not check it.
- Article 5 - Check the box only if your LLC has just one member (single-member LLC).
- Article 6 - If you want the LLC to be effective upon filing, leave the "Effective Date" blank.
New Mexico Statutes
LLCs formed in New Mexico are governed by chapter 53, Article 19 Limited Liability Companies of the New Mexico code.
Under Section 53-19-29 of the New Mexico Statutes, it states, "Property may be owned by a limited liability company, even though the property is not acquired or held in its name."
Section 53-19-32 notes several provisions:
- A membership interest is assignable.
- If a creditor wins a judgment against a member of the LLC and the court, in turn, approves the assignment of the member's interest, it does not make the creditor a member automatically. The assignment of a member's interest in this situation is awarded by the court.
- Section 53-19-33 explains the rights an assignee has that will let him or her become a member. These rights include provisions that allow the assignee to be liable for any agreements in place by the member to continue funding the LLC. It also includes that a creditor who wins an assignment of a member's interests through a court order must have the unanimous consent of all members in order to become a member.
- Section 53-19-35 states the court may charge a payment for the amount of the judgment plus interest.
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