How to Form an LLC in New Mexico (2026)
Reviewed by DocDraft Legal Team · New Mexico · Last updated 2026-08-06
A limited liability company (LLC) is a business structure that legally separates the company from the people who own it, so the owners are generally not personally responsible for the company's debts. Forming one in New Mexico means filing a formation document with a state agency and paying its fee to bring the company into legal existence. In New Mexico you create an LLC by filing the Articles of Organization with the Secretary of State through the online business filing portal and paying a $50 filing fee. Two features make New Mexico different from most states and lower the real cost of running the company. First, New Mexico does not require LLCs to file an annual or biennial report, so there is no recurring state report fee to track. Second, New Mexico charges no franchise or annual tax on a standard pass-through LLC. A $50 annual franchise tax applies only if the LLC elects to be taxed as a corporation. New Mexico LLCs are governed by the New Mexico Limited Liability Company Act, NMSA 1978, Chapter 53, Article 19. This guide explains what an LLC is, the exact New Mexico steps and fees, and the requirements that keep the company in good standing.
Find out where you stand in New Mexico
Where are you in forming your LLC?
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How do you form an LLC in New Mexico?
File the Articles of Organization with the New Mexico Secretary of State through the online business filing portal and pay the $50 filing fee. You must name a registered agent with a New Mexico street address who can accept legal papers. The LLC legally exists once the Secretary of State files the Articles and issues the certificate of organization.
Does a New Mexico LLC have to file an annual report?
No. New Mexico does not require LLCs to file an annual or biennial report with the Secretary of State, and there is no recurring state report fee. This is unusual, since most states require a yearly or every-other-year report. A New Mexico LLC still must keep its registered agent and contact information current.
Does a New Mexico LLC pay a franchise tax?
A standard pass-through New Mexico LLC owes no state franchise or annual tax. A $50 annual franchise tax applies only if the LLC elects to be taxed as a corporation for federal purposes. Most small LLCs keep the default pass-through treatment, so they avoid the franchise tax entirely and pay only the one-time $50 filing fee.
Does New Mexico require newspaper publication to form an LLC?
No. New Mexico does not require an LLC to publish notice of its formation in a newspaper. This is unlike New York, Arizona, and Nebraska, where publication is a condition of forming or operating. In New Mexico the Articles of Organization filing with the Secretary of State completes formation, with no separate publication step or added cost.
New Mexico LLC formation at a glance
You form a New Mexico LLC by filing the Articles of Organization with the Secretary of State for a $50 filing fee, submitted online through the state's business filing portal. What sets New Mexico apart is how little the state asks after formation. New Mexico does not require LLCs to file an annual or biennial report, so unlike almost every other state there is no recurring report fee and no yearly filing deadline to miss with the Secretary of State. New Mexico also charges no franchise or annual tax on a standard pass-through LLC. A $50 annual franchise tax applies only if the LLC elects to be taxed as a corporation, under NMSA 1978 Section 53-19-63 and the state's tax code. Every LLC must name and continuously maintain a registered agent with a physical New Mexico street address to receive lawsuits and official notices. New Mexico does not require newspaper publication. Online filings are typically processed in one to three business days. The governing statute is the New Mexico Limited Liability Company Act, NMSA 1978, Chapter 53, Article 19.
Forming a two-owner New Mexico LLC, step by step
Suppose two friends in Albuquerque want to open a small design studio as an LLC. First they search the New Mexico Secretary of State's business search to confirm their name is available and includes a designator such as LLC, and they can reserve the name with the Secretary of State for a $20 fee while they prepare paperwork. Next they appoint a registered agent: one owner lives in New Mexico and agrees to serve, using a New Mexico street address, not a P.O. box, where legal papers can be delivered during business hours. They then file the Articles of Organization through the online business filing portal and pay the $50 filing fee. The LLC legally exists once the Secretary of State files it and issues the certificate of organization, typically within one to three business days for online filings. Because they have two members, they also write an operating agreement setting each owner's percentage and how profits split, even though New Mexico does not require them to file it. They apply to the IRS for a free EIN so the partnership can file taxes and open a bank account. Unlike founders in most states, they do not calendar an annual report, because New Mexico does not require one, and they owe no state franchise tax as long as the LLC keeps its default pass-through treatment. If they later elect corporate tax treatment, they would then owe the $50 annual franchise tax to the New Mexico Taxation and Revenue Department.
Relevant Laws
New Mexico Limited Liability Company Act (NMSA 1978, Chapter 53, Article 19)
The New Mexico LLC Act governs the formation, management, and dissolution of every New Mexico LLC. It sets who may form an LLC, the required contents of the Articles of Organization, the registered agent requirement, and the default rules for member-managed and manager-managed companies. It is the controlling statute for New Mexico LLCs.
NMSA 1978 § 53-19-8 (Articles of Organization)
Requires an LLC to be formed by delivering Articles of Organization to the New Mexico Secretary of State for filing. The Articles state the LLC's name, the name and New Mexico street address of its registered agent, and whether the company is member-managed or manager-managed. The Secretary of State issues a certificate of organization once the filing is accepted.
NMSA 1978 § 53-19-63 (Filing fees)
Sets the fees the Secretary of State charges for LLC filings. The statute directs the Secretary of State to charge and collect $50 for filing the original Articles of Organization and issuing the certificate of organization. This is the core one-time cost of forming a New Mexico LLC.
NMSA 1978 § 53-19-5 (Registered agent and office)
Requires every New Mexico LLC to designate and continuously maintain a registered agent and registered office in New Mexico. The registered agent, an individual residing in New Mexico or a business authorized to act as an agent, receives service of process and official notices for the company. The agent's New Mexico street address goes on the Articles of Organization.
New Mexico $50 corporate franchise tax (Taxation and Revenue Department)
New Mexico imposes a $50 annual franchise tax only on entities taxed as corporations. An LLC that keeps the default pass-through classification owes no franchise tax. An LLC that elects to be taxed as a corporation for federal purposes becomes subject to the $50 franchise tax, filed with the New Mexico Taxation and Revenue Department. This is separate from Secretary of State filings.
IRS federal tax classification (default pass-through)
The IRS does not tax the LLC as a separate category. By default a single-member New Mexico LLC is disregarded and taxed like a sole proprietorship, and a multi-member LLC is taxed as a partnership, with income passing through to the owners. An LLC may instead elect S corporation or C corporation treatment. Electing corporate treatment is what triggers New Mexico's $50 franchise tax.
Regional Variances
How forming an LLC in New Mexico differs from other states
No annual or biennial report requirement
This is the headline difference. New Mexico does not require LLCs to file an annual or biennial report with the Secretary of State, so there is no recurring report fee and no yearly deadline to miss. Nearly every other state requires a periodic report, from California's biennial Statement of Information to annual reports in Colorado, Georgia, and most states. In New Mexico the state simply stops charging after formation.
No franchise tax on a pass-through LLC
A standard New Mexico LLC owes no state franchise or annual tax. A $50 annual franchise tax applies only if the LLC elects to be taxed as a corporation. States like California charge an $800 minimum franchise tax regardless of income, and Delaware charges $400, so a New Mexico LLC avoids a cost that dominates the budget elsewhere.
Low $50 formation fee
New Mexico charges $50 to file the Articles of Organization, at the low end nationally. Massachusetts charges $500, Nevada $425, and Texas $300 for the same step. A New Mexico LLC's one-time filing cost is a fraction of what founders pay in higher-fee states.
No newspaper publication requirement
New Mexico does not require you to publish notice of formation in a newspaper. New York, Arizona, and Nebraska do, which adds cost and a deadline. A New Mexico LLC is complete once the Secretary of State files the Articles of Organization, with no publication step.
Formation document and filing office
New Mexico uses the Articles of Organization, filed with the Secretary of State's Business Services Division through the online filing portal. Some states call the document a Certificate of Formation or Certificate of Organization, and some route filings through a Division of Corporations rather than the Secretary of State.
Suggested Compliance Checklist
Confirm your LLC name is available and compliant
Before filing days after startingSearch the New Mexico Secretary of State's business search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for a $20 fee while you prepare your Articles of Organization.
Appoint a registered agent
Before filing days after startingNew Mexico requires a registered agent with a physical New Mexico street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in New Mexico, or a commercial registered agent service will serve. You will name the agent and the registered office on the Articles of Organization, so settle this first.
File the Articles of Organization with the Secretary of State
To create the LLC days after startingFile the Articles of Organization with the New Mexico Secretary of State through the online business filing portal and pay the $50 filing fee. The LLC legally exists only once the Secretary of State files it and issues the certificate of organization. Keep the filed confirmation as proof of formation.
Adopt an operating agreement
At or soon after formation days after startingPut the ownership percentages, profit split, management structure, and exit rules in writing. New Mexico's LLC act lets members govern the company by operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft.
Get a federal EIN from the IRS
Before opening a bank account or hiring days after startingApply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate.
Register for New Mexico state taxes if you sell or hire
Before you begin business activity days after startingRegister with the New Mexico Taxation and Revenue Department if your LLC will sell goods or services subject to gross receipts tax or will have employees. New Mexico does not require a Secretary of State annual report, but tax registration and periodic tax filings are separate obligations that keep the business compliant.
Pay the $50 franchise tax only if you elect corporate treatment
Annually, only if taxed as a corporation days after startingA standard pass-through New Mexico LLC owes no franchise tax. If your LLC elects to be taxed as a corporation for federal purposes, it becomes subject to New Mexico's $50 annual franchise tax, filed with the Taxation and Revenue Department. Confirm whether your election triggers the tax and calendar the filing if it does.
| Task | Description | Document | Days after starting |
|---|---|---|---|
| Confirm your LLC name is available and compliant | Search the New Mexico Secretary of State's business search to confirm your desired name is not already in use and that it includes a required designator such as LLC or Limited Liability Company. Avoid restricted words that need special approval. You can reserve an available name with the Secretary of State for a $20 fee while you prepare your Articles of Organization. | - | Before filing |
| Appoint a registered agent | New Mexico requires a registered agent with a physical New Mexico street address who is available during business hours to accept legal documents. Decide whether you, a co-owner who lives in New Mexico, or a commercial registered agent service will serve. You will name the agent and the registered office on the Articles of Organization, so settle this first. | - | Before filing |
| File the Articles of Organization with the Secretary of State | File the Articles of Organization with the New Mexico Secretary of State through the online business filing portal and pay the $50 filing fee. The LLC legally exists only once the Secretary of State files it and issues the certificate of organization. Keep the filed confirmation as proof of formation. | - | To create the LLC |
| Adopt an operating agreement | Put the ownership percentages, profit split, management structure, and exit rules in writing. New Mexico's LLC act lets members govern the company by operating agreement, but you do not file it with the state. It governs how the LLC runs and overrides the act's default rules. Attorney review of the agreement is available as an option through DocDraft. | llc-operating-agreement | At or soon after formation |
| Get a federal EIN from the IRS | Apply for an Employer Identification Number free on the IRS website. Multi-member LLCs, LLCs with employees, and LLCs electing corporate tax treatment need one. Single-member LLCs with no employees usually get one anyway to open a business bank account and keep business and personal finances separate. | - | Before opening a bank account or hiring |
| Register for New Mexico state taxes if you sell or hire | Register with the New Mexico Taxation and Revenue Department if your LLC will sell goods or services subject to gross receipts tax or will have employees. New Mexico does not require a Secretary of State annual report, but tax registration and periodic tax filings are separate obligations that keep the business compliant. | - | Before you begin business activity |
| Pay the $50 franchise tax only if you elect corporate treatment | A standard pass-through New Mexico LLC owes no franchise tax. If your LLC elects to be taxed as a corporation for federal purposes, it becomes subject to New Mexico's $50 annual franchise tax, filed with the Taxation and Revenue Department. Confirm whether your election triggers the tax and calendar the filing if it does. | - | Annually, only if taxed as a corporation |
Frequently Asked Questions
An LLC, or limited liability company, is a business structure that legally separates the company from its owners. The owners, called members, are generally not personally responsible for the company's debts or lawsuits, so a creditor usually cannot reach a member's home or personal savings for a business obligation. In New Mexico, LLCs are created under the New Mexico Limited Liability Company Act, NMSA 1978, Chapter 53, Article 19. The LLC pairs that liability protection with pass-through taxation and lighter paperwork than a corporation, which is why it is the most common structure for small New Mexico businesses.
You file the Articles of Organization with the New Mexico Secretary of State, Business Services Division, through the state's online business filing portal. The filing fee is $50, paid once, and it is set by statute in NMSA 1978 Section 53-19-63. The Articles list your LLC's name, its registered agent and New Mexico street address, and whether the company is member-managed or manager-managed. Your LLC legally exists once the Secretary of State files the Articles and issues the certificate of organization.
Yes. New Mexico requires every LLC to name a registered agent, but you can serve in that role yourself, name a co-owner who lives in New Mexico, or hire a commercial service. The agent needs a physical New Mexico street address, not a P.O. box, and must be available during business hours to accept lawsuits and official state mail. You list the agent and registered office on the Articles of Organization and must keep that information current.
New Mexico is one of the few states that does not require LLCs to file an annual or biennial report with the Secretary of State, so there is no recurring report fee or yearly deadline at that office. To stay in good standing you must keep a registered agent with a current New Mexico address on file at all times. Separately, you handle federal taxes and any New Mexico gross receipts tax or employment tax obligations that apply to your business.
Only if your LLC elects to be taxed as a corporation for federal purposes. New Mexico imposes a $50 annual franchise tax on entities taxed as corporations, filed with the Taxation and Revenue Department, separate from any Secretary of State filing. An LLC that keeps the default pass-through classification, which most small LLCs do, owes no franchise tax at all. Confirm current rules with the Taxation and Revenue Department, since tax provisions can change.
No, reserving a name is optional. Before filing you should search the Secretary of State's business database to confirm your desired name is available and includes a required designator such as LLC or Limited Liability Company. If you want to hold the name while you prepare your Articles of Organization, you can reserve it with the Secretary of State for a $20 fee. Otherwise the name is claimed when your Articles are filed and accepted.
By default, the IRS treats a single-member New Mexico LLC as a disregarded entity, meaning its income is reported on the owner's personal return much like a sole proprietorship, with no separate entity-level federal tax. A multi-member New Mexico LLC is taxed as a partnership by default. Either can elect S or C corporation treatment instead, though electing corporate treatment is what triggers New Mexico's $50 franchise tax. Attorney or tax-professional review of your election is available as an option.
Other New Mexico guides
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