How to Form a Limited Liability Company in New Mexico – Limited Liability Company Articles of Organization

The New Mexico Limited Liability Company Articles of Organization is the registration form required by the New Mexico Secretary of State. This must be filed for approval before the Limited Liability Company begins conducting business in the State of New Mexico. This form will need to be submitted in duplicate. The copy must be an exact copy of the original articles. Both must bear a Signature of at least one Organizer. You may either have the signed original copied or you may copy an unsigned original then have at least one Organizer sign both at the same time.

The Filing Fee for the New Mexico Limited Liability Company Articles of Organization is $50.00. If you are filing by mail, you will need to pay this fee with a check or money order payable to “New Mexico Secretary of State.” Generally, it will take two to three weeks for the New Mexico Secretary of State to process this paperwork however, Organizers may choose to expedite this filing. This is optional and will carry a fee for each respective service. If you wish to have the filing expedited to Two Day Service, you will need to add $100.00 to the Filing Fee. If you wish Same Day Service, the paperwork must be received before 2:00 P.M. Regardless of which service you choose, the Request for Expedited Filing of Charter Documents.

 

How To File Online

Step 1 – Log on to your account here: https://portal.sos.state.nm.us/BFS/online/Account

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Step 2 – Locate the Menu Item “Corporations” then select “Limited Liability Company (domestic)”

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Step 3 – Make sure the first drop down list has “Domestic Limited Liability Company”

Step 4 – In the “Entity Name” section, report the Name of the forming Limited Liability Company in the field labeled “Proposed Limited Liability Company Name and Name Ending.” If you have not verified the Name is available, you will have a final chance by selecting the “Search” button next to the field that is auto-populated with your entry. When you are ready, select the button labeled “Continue.”

Step 5 – In the section labeled “Effective Date Request,” you may select a specific Date for this filing to validate the Limited Liability Company status of the forming entity. If you wish this to be the same date as the Filing Date, you may leave this field auto-populated with the current Date.

Step 6 – Next in the “Period of Duration,” select the radio button labeled “Perpetual” to indicate the forming entity has no intention of dissolving in the future. If there is a set Date of Dissolution, then select the radio button labeled “The period of duration is,” this will generate several fields where you must indicate when the forming Limited Liability Company intends to dissolve (“Years,” “Months,” “Days,” and “Date”).

Step 7 – Next, in the section labeled “Purpose,” locate the fields labeled “NAICS Code” and “NAICS Sub Code” then use these drop down lists to report the nature of business the Limited Liability Company will be conducting. Below this will be a text box where you may report the Purpose of the Limited Liability Company and how it will conduct its activities in the State of New Mexico. Once you have done this, select the button labeled “Continue.”

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Step 8 – This page will require some information regarding the Identity and Location of the New Mexico Registered Agent initially obtained by the forming Limited Liability Company. First, indicate the type of Registered Agent obtained by selecting the radio button labeled “Individual” (if this is a person) or “Entity” (if this is a business). Once you have done this, select the button labeled “Create Registered Agent.”

Step 9 – The Create Agent window will appear. Under the term “Agent Information,” enter the First Name, Middle Name, Last Name, Email Address, and Phone Number in the fields provided. Then under the heading “RA Physical Address,” indicate the Registered Agent Address is the Geographical Location (all Registered Agents must have a physical New Mexico Address but some business entities may have originated elsewhere) by selecting the box labeled “Geographical Location.”

Step 10 – In the fields labeled “Agent Physical Address 1” and “Agent Physical Address 2,” report the Building Number, Street, and Suite Number of the New Mexico Registered Agent’s Physical Address. The second field, “Agent Physical Address 2” is provided should more than one field be necessary and is optional.

Step 11 – The next line will continue two fields: “Country” and “Zip Code.” Use the drop down list to indicate the New Mexico Registered Agent’s Country then, enter the Zip Code in the appropriate fields.

Step 12 – On the next line, report the City where the New Mexico Registered Agent is located then select the State from the drop down list.

Step 13 – The next section, “Mailing Address,” will require a definition to the New Mexico Registered Agent’s Mailing Address. If it is the same as the Physical Address, then mark the box labeled “Same as Physical Address.” If not, leave this blank then use the fields labeled “Agent Mailing Address 1,” “Agent Mailing Address 2,” “Country,” “Zip Code,” “City,” and “State” to report this entity’s Mailing Address. Once you have completed these sections, select the button labeled “Create Agent.” This will generate a table with the information you have entered. The icons on the right of the table will allow you to edit or delete your entry.

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Step 14 – You must report the Limited Liability Company’s Email and Phone Number in the fields labeled “Entity Email Address” and “Phone” under the heading “Entity Address and Contact Information.”

Step 15 – Next to the words “Principal Place of Business Anywhere,” indicate if the Limited Liability Company’s official Principal Place of Business or Principal Office is the same as that of the Registered Agent by placing a check mark in the box. If it is not, then use the fields “Street Address 1,” “Street Address 2,” “Country,” “Zip Code,” “City,” and “State” to report the Limited Liability Company’s Principal Place of Business.

Step 16 – You must also report the Limited Liability Company’s Mailing Address. To begin, next to the words “Mailing Address,” you may select the box labeled “Same As” then select an Address previously provided, if the Mailing Address has been previously entered or you may leave this box blank. If you leave this box blank then you must use the “Street Address 1,” “Street Address 2,” “Country,” “Zip Code,” “City,” and “State” fields to report the Limited Liability Company’s Mailing Address. Once you have provided the information on this page, select the button labeled “Continue” in the lower right hand corner of the form.

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Step 17 – Locate the question “The management of the Limited Liability Company is vested to any extent in a manager,” then select the radio button labeled “Yes” if there are more than one Managers in the Limited Liability Company or select the radio button “No” if this is a Member-managed Limited Liability Company. (Note: If selecting yes, you will need to report the Name, Address, and Contact Information for each Manager).

Step 18 – Under the heading “Member Information,” select the radio button labeled “Yes” if this is a single member Limited Liability Company or select the radio button labeled “No” if there are more than one Member. This will generate an “Add Member Information” window. For our purposes this will be a Single Member Limited Liability Company.

Step 19 – In the field labeled “Name,” report the Full Name of the Member being reported. Then use the drop down list labeled “Type,” to indicate if the Member is an Individual or an Entity.

Step 20 – You may auto-populate the section labeled “Physical Address” with the Principal Place of Business Address by selecting the box labeled “Same as Principal Place of Business.” Otherwise, you must manually enter this information by utilizing the fields labeled “Street Address 1,” “Street Address 2,” “Country,” “Zip Code,” “City,” and “State” to report the Member Address.

Step 21 – In the section labeled “Mailing Address,” you may auto-populate the fields with the Physical Address by selecting the box labeled “Same as Physical Address” or you may enter the Mailing Address manually. This may be done in the fields “Street Address 1,” “Street Address 2,” “City,” “Country,” “Zip Code,” “City,” and “State.” Also, you will need to provide some contact information in the fields labeled “Business Email Address” and “Phone.” Make sure both the Email Address and Phone Number being entered is well maintained by the Member being documented. When you have entered all this information, select the button labeled “Add.”

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Step 22 – Select the button labeled “Continue” to progress to the next area.

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Step 22 – Now, the Organizer of the Limited Liability Company must enter his or her information then provide an Electronic Signature. To begin, locate the “Add Organizer” button in the “Organizer Information” section. Once you select this button a window will pop up so that you may enter the Organizer’s Information.

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Step 23 – First, you must define the entity as either an Entity or an Individual. If this is a Business Entity, then select the first radio button. If this is a person, then select the second radio button. The choice you make here will determine the Name fields available. For our purposes, select the radio button labeled “Entity.”

Step 25 – Enter the Full Name of the Entity, including any business suffixes, in the field labeled Name. Then use the “Street Address 1” and “Street Address 2,” to define the Building Number, Street, and Suite Number of the entity. Next, utilize the “Country,” “Zip Code,” “City,” “State,” “Email,” and “Phone” fields to report the balance of the Address and the Contact Information for the Organizer being reported. Once you have entered all the required information, select the button labeled “Add.” This will display the information you have just entered in a Table. You may add additional Organizers, Edit the Organizer Information in the table displayed, or delete the Organizer Information in the table displayed.

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Step 26 – Each Organizer must review the information displayed in the table then click in the box under the heading “Authorized By.” Once this is done, select the button labeled “Continue.” This will direct the browser to an area where you may review the information you entered onto this New Mexico Limited Liability Company Articles of Organization online form then an area where you may submit your credit card information. Submitting this form will require $50.00 by major credit card or a prepaid fund with the New Mexico Secretary of State to be remitted.

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Step 27 – Limited Liability Companies must register their existence with the New Mexico Taxation and Revenue Department so they may obtain a Combined Reporting System Identification Number. Contact the New Mexico Taxation and Revenue Department directly if you are not familiar with this process.

 

How To File By Mail

Download Form
Download Document Delivery Instructions
Download Request for Expedited Filing of Charter Documents

Step 1 – Select the link, “Download Form,” to obtain a PDF copy of the New Mexico Limited Liability Articles of Organization. Also, you must download and submit the Document Delivery Instructions (select “Download Document Delivery Instructions”). If you wish to expedite this filing, then you will also need to download the necessary form from the link labeled “Download Request for Expedited Filing of Charter Documents.”

Step 2 – Locate Article One on the first page of the PDF, then enter the Full Name the Limited Liability Company intends to operate under. Keep in mind, this Name must be unique with the appropriate qualifying suffixes (i.e. L.L.C., LLC, Limited Liability Company, etc.).

Step 3 – If there is a set Date for the forming Limited Liability Company to Dissolve or it will cease its activities at some future point, report this on the blank space in Article Two. Be as specific as possible if doing. If the forming entity does not intend to dissolve, you may write in the word “Perpetual” or leave this line blank.

Step 4 – Next, in the first item of Article Three, the Street Address of the New Mexico Initial Registered Agent serving the forming Limited Liability Company must be reported. This may not be a P.O. Box Address as it must contain the Building Number, Street, Suite Number, City, State, and Zip Code where this entity may be physically found.

Step 5 – In the second item of Article Three, report the Full Name of the New Mexico Initial Registered Agent on the blank space.

Step 6 – In the third item of Article Three, indicate if the Street Address of the forming entity’s Principal Place of Business is different than that of the New Mexico Initial Registered Agent by reporting it on the blank space provided. If the Limited Liability Company Principal Place of Business Address is the same as that of the agent’s, then you may leave this item blank.

Step 7 – In the fourth item of Article Three, enter the Complete Mailing Address where the Limited Liability Company will reliably receive its mail on the blank line provided.

Step 8 – If the forming Limited Liability Company will be managed by Managers, then place a check mark in the box in Article Four. If this is a Member Managed Limited Liability Company, then leave this box blank.

Step 9 – If this is a Single Member Limited Liability Company then place a check mark in the box in Article Five. If the forming Limited Liability Company has more than one member then, leave this box blank.

Step 10 – Article Six will give the option of determining a specific Date the Effect of these Articles will occur. That is when the forming Limited Liability Company may operate and is expected to operate as New Mexico Limited Liability Company. Enter the Date you wish the Date of Effect to be on the blank space provided. If you wish the Date of Effect to be immediate upon the Filing Date, then leave this blank.

Step 11 – On the blank space labeled “Executed Date,” enter the Date these Articles are being signed by the Organizers. Below the Date, each Organizer must Sign and Print his or her Name on the blank spaces in the columns labeled “Signature of Organizer(s)” and “Printed Name(s)” respectively.

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Step 12 – The next page is the New Mexico Limited Liability Company Statement of Acceptance of Appointment By Designated Initial Registered Agent. Then on the first line of the first box on this page, enter the Name of the New Mexico Registered Agent exactly as it appears in the articles. On the second blank line, enter the Name of the Limited Liability Company being formed. Then on the third line, the New Mexico must Sign his or her Name. If the Registered Agent is a business entity, then locate the first line of the second box on this page and enter the Name and Title of the authorized representative of this entity. This should be followed by entering the Name of the entity acting as the New Mexico Registered Agent on the second line. Then on the third line, report the Name of the forming Limited Liability Company. Finally, the Authorized Representative of the New Mexico Registered Agent must sign his or her Name on the last line.

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Step 13 – Make sure to fill out the New Mexico Document Delivery Form to inform the New Mexico Secretary of State Corporations Bureau how to return the filed copy. Then package the original New Mexico Limited Liability Company, Articles of Organization, Limited Liability Company State of Acceptance of Appointment By Designated Initial Registered Agent, and a check for $50.00 (Filing Fee) payable to New Mexico Secretary of State” and any other required paper work and submit by mail to the New Mexico Secretary of State.

Mail To:

New Mexico Secretary of State
Corporations Bureau
325 Gaspar, Ste 300
Santa Fe, NM 87501

Step 14 – Once you have filed with the New Mexico Secretary of State Corporations Bureau, you must make sure you are in compliance with the other governing bodies of this state. For instance, the New Mexico Taxation and Revenue Department will require that all Limited Liability Companies that may officially conduct business in the State of New Mexico must obtain a Combined Reporting System Identification Number. Make sure to contact this entity directly for more information.