How to Form an LLC in New Mexico (2026)

Fact-checked by the LegalGlass editorial team against primary sources · Published Aug 6, 2026 · Last updated Aug 6, 2026

You form a New Mexico LLC by filing a Certificate of Organization with the New Mexico Secretary of State and paying the $50 filing fee. You can file online or by mail. You must appoint a New Mexico registered agent, and the LLC will be required to file an annual report and may be subject to state income tax and gross receipts tax.

New Mexico Agency and Form: Secretary of State, Certificate of Organization

A New Mexico LLC is created by filing a Certificate of Organization with the New Mexico Secretary of State. This document officially registers your limited liability company with the state. The Secretary of State provides an online filing system for domestic LLCs, or you can submit the form by mail. Filing this certificate, and its acceptance by the Secretary of State, is the legal act that brings the LLC into existence under the New Mexico Limited Liability Company Act.

The Certificate of Organization requires information such as the LLC's name, the name and address of its registered agent, and the name and address of each organizer. The LLC's name must include a designator like "LLC," "L.L.C.," or "Limited Liability Company" and be distinguishable from other entity names already on file with the Secretary of State. You can search for name availability through the Secretary of State's online portal. This guide covers the general New Mexico process; for a national overview, see how to form an LLC.

How to Form a New Mexico LLC, Step by Step

Forming a New Mexico LLC involves several key steps, primarily centered on the Certificate of Organization and subsequent tax and operational requirements. Each step below corresponds to a requirement of New Mexico state law or federal tax regulations.

1. Choose and check your LLC name. Select a name that includes an LLC designator and is distinguishable from names already registered with the New Mexico Secretary of State. Verify name availability using the Secretary of State's business search tool. You may reserve a name for 120 days by filing an Application for Reservation of Limited Liability Company Name. Confirm the name also does not infringe a federal trademark.
2. Appoint a New Mexico registered agent. Every New Mexico LLC must designate a registered agent with a physical New Mexico street address (the registered office). The agent must be an individual New Mexico resident or a domestic or qualified foreign entity, and must consent to the appointment. The registered agent is responsible for receiving service of process and official state correspondence.
3. File the Certificate of Organization. Submit the Certificate of Organization to the New Mexico Secretary of State and pay the $50 filing fee. You can file online through the Secretary of State's portal for faster processing, or submit the form by mail. Once accepted, your LLC officially exists.
4. Create an operating agreement. While New Mexico law does not require an operating agreement to be filed with the state, it is a crucial internal document. A written operating agreement defines the LLC's ownership structure, management responsibilities, member rights and duties, and how profits and losses are distributed.
5. Get an EIN and register for taxes. Apply for a free federal Employer Identification Number (EIN) from the IRS. Then, register your LLC with the New Mexico Taxation and Revenue Department for state tax obligations, such as gross receipts tax and any applicable withholding taxes.

After these initial steps, ensure you open a business bank account (banks typically require the filed Certificate of Organization and EIN) and maintain compliance with annual report filings and tax obligations.

New Mexico LLC Filing Fees (2026)

The primary cost to form a New Mexico LLC is the $50 filing fee for the Certificate of Organization. The table below outlines the state fees most new LLCs will encounter, verified against the New Mexico Secretary of State's official fee schedule and the New Mexico Taxation and Revenue Department. These amounts are effective for 2026 and are set by the state.

The New Mexico Secretary of State generally processes filings quickly, especially online. There are no additional fees for expedited processing for standard filings.

New Mexico Registered Agent Requirement

Every New Mexico LLC must continuously maintain a registered agent and a registered office within the state. The registered agent is the official point of contact for your LLC, responsible for receiving legal documents, such as service of process, and official government correspondence. The initial registered agent is designated on the Certificate of Organization.

The registered agent must be an individual who resides in New Mexico and whose business office is identical with the registered office, or a domestic or foreign entity authorized to transact business in New Mexico. The registered office must be a physical street address in New Mexico; a post office box alone is not sufficient. The designated agent must provide their written consent to serve. You can serve as your own registered agent, appoint a member or manager, or hire a commercial registered agent service. To change your registered agent or registered office, you must file a Statement of Change of Registered Agent and/or Registered Office with the Secretary of State, which carries a $25 filing fee. Failure to maintain a registered agent can lead to administrative dissolution of the LLC by the Secretary of State. For more information, see the national registered agent overview.

New Mexico Annual Report and State Taxes

New Mexico LLCs are required to file an annual report with the Secretary of State. The annual report is due by the 15th day of the third month following the end of the LLC's fiscal year. For most LLCs operating on a calendar year, this means the annual report is due by March 15. The filing fee for the annual report is $50.

New Mexico imposes a state income tax. While LLCs are typically pass-through entities for federal income tax purposes (meaning profits are taxed at the member's individual level), members will report their share of LLC profits on their New Mexico personal income tax returns. Additionally, New Mexico levies a gross receipts tax on most businesses, including LLCs, for the privilege of doing business in the state. This tax is imposed on the total gross receipts of a business, and the rate varies by location. LLCs must register with the New Mexico Taxation and Revenue Department to obtain a Business Tax Identification Number (BTIN) and remit gross receipts tax. There is no separate annual "franchise tax" like some other states, but the combination of income tax, gross receipts tax, and the annual report fee constitutes the primary ongoing state obligations.

EIN, Gross Receipts Tax, and Business Licenses

A federal Employer Identification Number (EIN) is essential for most New Mexico LLCs. Issued free by the IRS, an EIN is required to open a business bank account, hire employees, and file federal tax returns. By default, the IRS classifies a single-member LLC as a disregarded entity (taxed on the owner's personal return) and a multi-member LLC as a partnership. LLCs can elect to be taxed as a corporation or an S-corporation by filing the appropriate IRS forms. An EIN is mandatory if your LLC has more than one member or any employees.

All businesses operating in New Mexico, including LLCs, must register with the New Mexico Taxation and Revenue Department to obtain a Business Tax Identification Number (BTIN). This registration is necessary for collecting and remitting gross receipts tax, which is New Mexico's equivalent of a sales tax but is applied to the total gross receipts of a business. The BTIN registration is free. While New Mexico does not have a general statewide business license, many cities, counties, and specific industries or professions require their own permits or licenses. It is crucial to research local requirements for your specific business activities. For more information, see business licenses.

Penalties for Non-Compliance in New Mexico

Failure to comply with New Mexico's LLC requirements can result in significant penalties. If an LLC fails to file its annual report or pay the associated fee, the Secretary of State may administratively dissolve the entity. This means the LLC loses its legal standing and protections, potentially exposing its members to personal liability for business debts. Reinstatement typically requires filing all delinquent reports, paying all outstanding fees and penalties, and submitting a reinstatement application.

Similarly, failure to register for and remit gross receipts tax or other state taxes with the Taxation and Revenue Department can lead to penalties, interest charges, and legal action. It is critical to keep your registered agent information current, file annual reports on time, and comply with all state and federal tax obligations to maintain your LLC's good standing and legal protections.

Closing a New Mexico LLC

To properly close a New Mexico LLC, you must formally dissolve it with the Secretary of State. This involves winding up the business affairs, paying all outstanding debts and taxes, and distributing any remaining assets. You will need to file a Statement of Dissolution with the New Mexico Secretary of State. Simply abandoning the LLC will not terminate its legal existence and can lead to ongoing fees, penalties, and potential liabilities. For a comprehensive guide, see how to dissolve an LLC.

Frequently Asked Questions

How much does it cost to start an LLC in New Mexico?

The state filing fee for the Certificate of Organization is $50, paid to the New Mexico Secretary of State. There is also an annual report fee of $50, due by March 15 for most LLCs.

What form do I file to create a New Mexico LLC?

You file a Certificate of Organization with the New Mexico Secretary of State. You can file it online through their portal or submit it by mail with the $50 fee.

Does a New Mexico LLC need a registered agent?

Yes. Every New Mexico LLC must continuously maintain a registered agent and a physical New Mexico street address (registered office). The agent must be a New Mexico resident or a qualified entity and must consent to the appointment.

Does a New Mexico LLC pay state income tax?

Yes, New Mexico imposes a state income tax. LLCs are typically pass-through entities, meaning profits are taxed at the member level, but the LLC may still have other tax obligations like gross receipts tax.

When is the New Mexico annual report due?

The annual report for a New Mexico LLC is due by the 15th day of the third month following the end of the LLC's fiscal year. For most LLCs with a calendar fiscal year, this is March 15. The filing fee is $50.

How do I change my New Mexico registered agent?

You can change your registered agent by filing a Statement of Change of Registered Agent and/or Registered Office with the New Mexico Secretary of State. There is a $25 filing fee.

Related

• How to form an LLC (cluster hub)
• Registered agent requirements
• How to get an EIN
• LLC operating agreement
• Business licenses and permits
• How to dissolve an LLC
• How to form an LLC in Arizona (sibling)

Sources

1. New Mexico Secretary of State - File a New Mexico LLC (Certificate of Organization filing).
2. New Mexico Secretary of State - Business Services Filing Fees ($50 for Certificate of Organization, $50 for Annual Report, $25 for Statement of Change).
3. New Mexico Secretary of State - Registered Agent Information (requirements for registered agent).
4. New Mexico Secretary of State - Annual Report Information (due date and fee).
5. New Mexico Taxation and Revenue Department - Business Tax Information (overview of state taxes).
6. New Mexico Taxation and Revenue Department - Gross Receipts Tax Information (details on gross receipts tax).
7. IRS - Limited Liability Company (LLC) (federal default classification).
8. IRS - Get an Employer Identification Number (free EIN).
9. New Mexico Statutes Annotated (NMSA) § 53-19-8 - Certificate of organization.
10. New Mexico Statutes Annotated (NMSA) § 53-19-9 - Amendment to certificate of organization.
11. New Mexico Statutes Annotated (NMSA) § 53-19-11 - Registered office and registered agent.
12. New Mexico Statutes Annotated (NMSA) § 53-19-12 - Change of registered office or registered agent.
13. New Mexico Statutes Annotated (NMSA) § 53-19-13 - Resignation of registered agent.
14. Cornell Legal Information Institute - Limited Liability Company (LLC) overview.
15. IRS - Single-Member Limited Liability Companies.
16. IRS - Employer Identification Number (EIN).

LegalGlass provides general information for educational purposes and is not a law firm or a substitute for advice from a licensed attorney or tax professional. Laws, fees, and thresholds change; verify current requirements with the New Mexico Secretary of State and New Mexico Taxation and Revenue Department before acting.