The New Mexico LLC operating agreement is a legal document that would be utilized by the members of any size company to establish the company’s policies, standard operational procedures, among various other aspects of the business. This State will not require any business to produce this document in order to do business within the State. However, the document will also make available protections that, by separating the members from their business, shall shelter their private assets and financial accounts. Should the owner/members be faced with any legal situations, without the document’s filing the member/owner may be liable and forced to liquidate personal assets to ensure proper payment of any claim.
The member(s)/owner should review the entire document. Be certain that all persons involved understand what the document states. If there are questions, it would be advisable that the members consult with an attorney for further clarification.
Table of Contents
Multi-Member – For use by companies that have more than one (1) member. The document will allow the establishment of various company procedures, policies, as well as the responsibilities and duties of the managing members.
Single-Member – For use by sole proprietors (single owners) so that they may establish their company policies, the recording of daily activities, and various other aspects of the company. The document will provide the protections to the owner, keeping their assets safe in the event of legal action taken against them by creating separation between the owner and business.
The first step towards forming an LLC in New Mexico is the choosing of a business name that meets the Secretary of State’s criteria; each operating name must be unique and altogether distinguishable from that of any other registered entity. Therefore, it is advisable that you prior to filing to ensure its availability and uniqueness.
Step 1 – Choose your Registered Agent
New Mexico LLCs must nominate a Registered Agent which is a third-party contact who receives service of process delivered upon the LLC. In the State of New Mexico, an agent may either of the following:
- Resident of New Mexico
- Business legally operating in the State
Step 2 – Which Type
It is important to know which LLC type needs to be filed as each requires specific forms and filings fees. Choose your LLC type from the following options:
- Domestic LLC – A new LLC being formed within the State
- *Foreign LLC – A preexisting LLC, initially formed outside the State
*If filing a Foreign LLC, a Certificate of Existence (or like document) must be included with your filings.
Step 3 – Registration Documents
Complete the LLC filings which correspond with your entity type. Note that Adobe PDF applications must be printed in duplicate.
- File a Domestic LLC – * or Adobe PDF + Document Delivery Instructions
- File a Foreign LLC – Adobe PDF + Document Delivery Instructions (online filing not available)
*Domestic applicants filing online will need to create an .
Step 3 – Pay the Fee
You will be required to supply one of the following fees in order for the State to process your application:
- Domestic LLC – $50
- Foreign LLC – $100
Online filers will be prompted to pay the fee upon completion of the application. Those filing via Adobe PDF must enclose a check or money order made out to the ‘New Mexico Secretary of State’ and send all articles to the following address:
New Mexico Secretary of State, Corporations Bureau, 325 Don Gaspar, Suite 300, Santa Fe, New Mexico 87501
Step 4 – Operating Agreement (optional)
An LLC operating agreement is a document that the owner(s) may use to construct provisions and policies for the company. The form outlines the rights of the managing members as well as their expected duties and responsibilities, among other things. Each member should review the agreement to ensure all provisions are understood clearly.
Step 5 – Employer Identification Number (EIN)
Certain financial transactions are impossible without the acquisition of an Employer Identification Number (EIN). This identifier is issued by the Internal Revenue Service for tax reporting purposes and, once obtained, allows a business to legally hire employees and open bank accounts. To apply, choose one of the option below.
Step 1 – Download the form and enter the name of the company in the first line of the document.
Step 2 – The Agreement – Submit the following:
- Check the applicable box
- Required information
- Single-Member – Provide the name of the company, the state of location, the owner’s name, and the business address
- Multi-Member – Each member’s full name and address
Step 3 – Name and Principal Place of Business – Enter the following:
- The registered name of the company
- The business’s physical address
- The city where the business shall be located
Review the remaining information – Submit the following information:
- Date of formation of the business (dd/mm/yy)
- Read these titles:
Member Capitol Contributions – Enter the following:
- Check the box
- Single-Members – Review all information
- Multi-Members – Enter each member’s name and contribution
- Check the box that applies
- Single-Members – Review the stated information
- Multi-Members – Submit each member’s name and Percentage Interest for the members
- Members must continue to read the remaining information
Step 4 – Books, Records and Tax Returns –
- Check the box that applies
- Read the information provided
Continue by reviewing the following titles:
- Bank Accounts
- Management of the Company
- Check the applicable box
- Single-Member – Read the this section
- Multi-Members – Review the information and proceed
- Provide the limits (in dollar amounts) in each of the lines
Step 5 – Titled Sections – Check the box, if applicable – Review, submit additional information:
- Meetings of Members – Enter an annual member meeting date
- Assignment of Interests
- Ownership of Company Property (sole owners)
- Right of First Refusal
- Admission of New Members
- Withdrawal Events
- Dissolution and Liquidation – Check the box and read all information
- Representations of Members
- Certificates Evidencing Membership (Multi-Member) – Provide a company name and enter an effective date (dd/mm/yyyy)
- Indemnification – Owners
Step 6 – Signatures – Submit the following:
- The date of the execution of the document
- Apply the signature of a selected company representative
- Members must provide signatures
Once the document is complete, all members must receive a copy of the completed, signed document.