Forming a New Mexico limited liability company
Forming your own LLC isn’t too difficult with a little assistance. If you need some help, you may benefit from our kit, on sale for $34.95. It goes through the pros and cons of operating as an LLC, provides directions on obtaining an EIN for banking and tax purposes, and provides examples of the forms you will be filling out.
If you don’t need that extra information and just need a primer on how to fill out the necessary paperwork to start your limited liability company here’s what you do:
1. Check if the LLC name you want is available
Your first step in setting up an LLC is to check if the name you want to use is even available.
To do this, you can use the New Mexico Regulation Commission’s Corporations Information Inquiry form at:
http://web.prc.newmexico.gov/Corplookup/(S(1dykdsvrhtuwrhrjuya5sczj))/CorpSearch.aspx
By entering the name you want to use in the search form, you’ll be able to see if there’s another business already using the name that you want. You can’t use a name, by the way, that’s the same or deceptively similar to another existing LLC’s name.
2. Download the Articles of Organization form from the New Mexico Corporations Bureau’s web site, then print this form
The URL, or web page address, for this form is as shown below.
http://www.nmprc.state.nm.us/corporations/pdf/charter/dllc.pdf
3. Identify the name you want to use for your new LLC
After you download and print the Articles of Organization form, you’re ready to fill it out.
Enter your business or investment name into the top line labeled, “Name of Limited-Liability Company.” The name must include one of the phrases or acronyms, “Limited Liability Company,” “Limited Company,” “LLC,” or “L.L.C.” Also, abbreviations for Limited (ltd.) and Company (co.) can be used. For example, all of the following names should be acceptable:
- Acme Explosives Limited Liability Company
- Acme Explosives Limited Liability Co.
- Acme Explosives LLC
- Acme Explosives L.L.C.
4. State the period of duration
The period of duration is the life span of your LLC. Some LLCs are created for a specific purpose and are intended to exist only for a specific period of time. You can list a specific date, or leave it blank which defaults to “perpetual.”
5. Give the address of the LLC’s registered office
In the next line, provide the address of the LLC’s registered office within New Mexico. A post office box is unacceptable. If a street address does not exist, provide a detailed geographic description.
6. Identify the registered agent
New Mexico state wants to know the name for a real person within the state of New Mexico whom can act as the contact person should the state have questions or concerns about an LLC’s operation. You can pay someone else to be this registered agent, but it’s really easiest and cheapest to just be your own registered agent. Accordingly, enter your name on line two under Article Three labeled “Name of Initial Registered Agent.”
7. Give the address of the LLC’s principal office
If the street address of the LLC’s principal office is different from the place of business listed in Step Five, list it on line three under Article Three labeled, “Street Address of Company’s Principal Place of Business.”
8. Indicate how your LLC will be managed
LLCs can be managed either by all of their members, or owners, or they can be managed by only one or some of their members, who are in this case called managers or manager-members. To indicate how your LLC will be managed, mark the appropriate article number. Check Article Four if the LLC is run by a manager(s), or Article Five if the LLC is run by a single member.
Note: If you have multiple members or managers, ideally you’ll want to have an attorney draft an operating agreement. This operating agreement should describe who the manager is or who the managers are if you’re setting up a manager-managed LLC. If you’re a single member LLC, you should probably also have an operating agreement because having an operating agreement and honoring its terms improves your liability protection. This kit provides excellent example operating agreements for you to consider when drafting your own.
9. Specify the effective formation date
If you would like to assign an effective date other than the filing date, list your specific date on the line labeled, “Article Six.”
10. Sign and date the form
In the last section of page one, date, sign, and print your name on the bottom of the page.
11. Accept appointment of resident agent
The second page of the document you printed from the Corporations Bureau web site is the Statement of Acceptance of Appointment by Designated Initial Registered Agent form. Print your name on the top line, list the name of the LLC on the second, and then sign the form to accept the appointment as resident agent for the limited-liability company listed.
The downloadable kit does show an example, completed New Mexico state LLC application.
12. Mail in the LLC application
After you complete the application to form a limited liability company, mail the completed form, plus one duplicate copy and a check for $50 to:
Public Regulation Commission
Corporations Bureau
Chartered Documents Division
P.O. Box 1269
Santa Fe, New Mexico 87504-1269
Processing lead times vary, but in general, it takes several weeks to get your LLC certificate back from the Secretary of State’s office. If you would like additional certified copies, add $25 per copy.
