Register your business in New Mexico

LLCs and corporations file with the New Mexico Secretary of State at enterprise.sos.nm.gov. Filings are online only; the office no longer accepts paper business filings¹. A sole proprietorship has no formation filing.

What’s different in New Mexico

• The filing is online. Walk-in Business Services is Monday through Thursday, and closed to walk-in Business Services customers on Fridays¹.
• An LLC is $50, and the Limited Liability Company Act sets no annual report. An LLC can be revoked for failing for 30 days to keep a registered agent, or failing for 30 days after a change of office or agent to file the statement². Profit corporations do file a report. Stay compliant has that calendar.
• A corporation’s formation fee follows the number of authorized shares. It is $1 for each 1,000 authorized shares, and not less than $100 or more than $1,000².
• A different business name goes in the formation document. For an LLC it is stated in the articles when it is different from the company name².
• You can be your own registered agent if you live in New Mexico and the address rules below fit.

Do this

1. Pick your structure. LLC, corporation, nonprofit, partnership, or sole proprietorship. A sole proprietor can skip to the tax registration. Pick an entity compares them. New Mexico’s gross receipts tax and the corporate franchise tax do not pick the entity for you.
2. Check the name in the online portal. An LLC name must contain "limited liability company" or "limited company," or the abbreviation "L.L.C.," "LLC," "L.C.," or "LC." "Limited" may be "ltd." and "company" may be "co.". It has to be distinguishable from an existing limited liability company, limited partnership, or corporation, from a foreign limited liability company or corporation authorized to transact business here, and from a reserved name. A corporate name must contain the separate word "corporation," "company," "incorporated," or "limited," or a separate abbreviation of one of those words², and it cannot be the same as or confusingly similar to another corporation’s name on the state’s records. Search the web and the federal trademark database too. The Secretary of State search does not do that for you.
3. Reserve the name only if you are not ready to file. An LLC reservation is $20 and lasts 120 days. A transfer does not extend the 120 days. A corporate name reservation is $25 and lasts 120 days².
4. Choose a registered agent. An LLC’s agent is an individual resident of New Mexico, or a domestic or authorized foreign corporation, limited liability company, or partnership whose place of business in New Mexico is the same as the registered office. A corporation’s agent is an individual resident of New Mexico whose business office is the registered office, a domestic corporation, or a foreign corporation authorized to transact business here with a business office that is the registered office. Changing an LLC’s agent later is $20. Changing a corporation’s agent is $25².
5. File in the portal. Create an account, then open Forms. The fee depends on the structure, below. A card payment can carry a handling fee the Secretary of State may set by rule², and the statute does not set the amount.* Check the total before you pay.
6. Put a different business name in the filing if you will use one. For an LLC, that name is stated in the articles when it is different from the company name².
7. Calendar what comes next. An LLC’s ongoing Secretary of State duty is the agent, not a report. A profit corporation files its report within 30 days after the certificate is issued, and then every two years on or before the 15th day of the fourth month after the end of the taxable year². Selling or performing services can still mean a gross receipts registration: Get your tax IDs.

By structure

LLC

File articles of organization for $50. The company is formed when the articles are filed, or on a later date the articles specify. One or more persons may own the company, and the person who files need not be a member. The articles state the name, the registered office and agent, the principal place of business if it differs, the duration if it is not perpetual, whether a manager manages the company, and whether it may operate with a single member. Management is in the members, unless the articles vest management in one or more managers. An operating agreement is a written agreement for how the company runs². The act does not have you file it with the articles.

The fee section’s line for amended or restated articles is $50, and that line is worded for articles of merger.* If you later amend the articles, check the amount the portal charges before you pay. Dissolution is $25. Any other certificate is $25². The good-standing section lets the secretary require unpaid fees before issuing one, and it does not print a separate dollar.

The company can be revoked for failing for 30 days to keep a registered agent, or failing for 30 days after a change of office or agent to file the statement. Reinstatement is within two years after the revocation². The application has to say the grounds are gone and that the name still qualifies. The fee section does not print a separate reinstatement line for an LLC.* Check the total in the portal.

Corporation

File articles of incorporation for $1 for each 1,000 authorized shares, and not less than $100 or more than $1,000. The floor is $100 and the ceiling is $1,000. The name must contain the separate word "corporation," "company," "incorporated," or "limited," or a separate abbreviation of one of those words².

The first corporate report, and the ones after it, are due within 30 days after the certificate is issued, and then every two years on or before the 15th day of the fourth month after the end of the taxable year. The filing fee is $25². S corporation status is a federal election filed with the IRS. Entity and tax election explains the difference. New Mexico still has a corporate income tax and a franchise tax. Those are on Get your tax IDs and Stay compliant.

A certificate of good standing for a corporation is $50².

Nonprofit

Articles are $25. The annual report is $10, due on or before the 15th day of the fifth month after the taxable year ends. The first report is due within 30 days after the certificate is issued. A late report is a $10 penalty. Nonprofit corporations are on the exempt list for the Corporate Reports Act, and they file this report under the Nonprofit Corporation Act instead. A nonprofit is exempt from the franchise tax unless it has unrelated business income². 501(c)(3) status is a separate application to the IRS. Past formation, the rest of this series is written for for-profit businesses.

Professional corporation

The name must contain "limited," "chartered," "professional association," or "professional corporation," or an abbreviation of those words². The company filing is not the license for the work. Licenses and permits covers that split.

Partnership

The Taxation and Revenue Department’s publication for new businesses, revised in 2014, lists the Secretary of State as the office that registers general partnerships, New Mexico limited partnerships, foreign partnerships, and limited liability partnerships⁴. It does not print a fee.* Use the portal total for the filing you are actually making.

A registered limited liability partnership has to carry at least $500,000 per occurrence and $1,000,000 a year in the aggregate, or the same amount set aside for judgments⁵, beyond any deductible, for errors, omissions, negligence, wrongful acts, misconduct, and malpractice. The same section lets the partnership set aside that amount instead. This page does not choose that arrangement for you. If you are not sure a filing is what creates the partnership, check with a legal professional.

Sole proprietorship

No formation filing with the Secretary of State. Gross receipts registration, a city or county license, and any license your work needs can still apply.

Formed in another state

An LLC formed elsewhere registers for $100. A profit corporation’s certificate of authority is $1 for each 1,000 authorized shares represented in New Mexico, and not less than $200 or more than $1,000². You need a New Mexico registered agent. A foreign profit corporation then files the same biennial report as a domestic one. Forming in another state covers the tradeoffs.

What you get back

A filed document and, for an LLC, a certificate of organization. The company exists when the articles are filed, or on a later date the articles specify. You will need the accepted filing for your EIN and your bank. A corporation’s certificate of good standing is $50. Any other LLC certificate is $25².

LLC revocation grounds include failing for 30 days to keep a registered agent, or failing for 30 days after a change of office or agent to file the statement. Reinstatement stays open within two years after the revocation. A corporation that misses the report can lose its certificate: the certificate is canceled 60 days after the notice is mailed, unless the report and all fees and penalties are in by then. That reinstatement is within two years after the revocation, and the letter is $200. A nonprofit’s reinstatement window is the same within two years after the revocation, and the letter is $25².