LLC Administrative Dissolution and Involuntary Termination in New Mexico
At a glance
| Law, agency and LLC scope | N.M. Stat. Ann. §§ 53-19-66.1–.2; Secretary of State (code still uses bracketed former “commission” title) may administratively revoke a domestic LLC; 12.3.4.11(F) NMAC sets certificate step. |
|---|---|
| Grounds and trigger dates | § 53-19-66.1 lists 30 days without required agent, or 30 days after agent/registered-office change without filing required statement. Those are the stated revocation grounds; § 53-19-5 requires continuing registered office and agent. |
| Agency notice | § 53-19-66.1 says agency may revoke; 12.3.4.11(F) NMAC requires notice to the LLC of its reinstatement right after revocation. Those provisions do not prescribe an advance intent notice. |
| Cure or response window | Thirty-day eligibility period measured from lack of agent or from office/agent change without filing (§ 53-19-66.1); no additional pre-revocation cure window is stated in the two-ground statute and 12.3.4.11(F) NMAC. |
| Action and effective date | Agency issues a certificate of revocation under 12.3.4.11(F) NMAC; the statute does not supply a separate automatic revocation date. Effective date appears in reinstatement application and certificate (§ 53-19-66.2). |
| Status, activity and service | § 53-19-66.2(C) provides that, when reinstatement is effective, LLC resumes business as if revocation had never occurred. § 53-19-5(E) fixes resignation of registered-agent appointment at 30 days after agency receipt or earlier successor appointment. |
| Special routes and effects | § 53-19-66.1 states two agent/office grounds; 12.3.4.11(F) NMAC uses agency certificate and reinstatement notice for the domestic LLC. |
| Route back and limits | Application within 2 years stating ground absent/eliminated and compliant name; agency cancels revocation certificate and files reinstatement certificate; effective reinstatement relates back (§ 53-19-66.2). |
Requirements one by one
Agent default and agency action
Section 53-19-66.1 lists two ways the LLC becomes eligible for administrative revocation: 30 days without a registered agent, or 30 days after a registered-office or agent change without filing its statement. The agency may act. The current 12.3.4.11(F) NMAC procedure calls for a revocation certificate and notice to the LLC of its reinstatement right. The statute and rule state the later notice, so a missing agent alone is not the certificate.
What trips people up
The LLC Act still uses “commission [secretary of state]” in its compiled text. The official compiler's note after § 53-19-66.1 explains that the Secretary of State assumed the former chartering function in 2013. Section 53-19-5(E) separately says a resigning agent's appointment ends 30 days after the agency receives notice or earlier when a successor takes effect; that is distinct from the agency's revocation decision.
Common questions
Can the LLC apply years later? Section 53-19-66.2(A) permits reinstatement within two years after effective revocation. Subsection (C) makes effective reinstatement relate back and allows business to resume as if revocation had never occurred.
Statutes and sources
- N.M. Stat. Ann. § 53-19-5 — “A limited liability company shall maintain in New Mexico” a registered office and agent (official Compilation Commission PDF, accessed 2026-09-26).
- N.M. Stat. Ann. § 53-19-66.1 — an LLC “may be revoked” after the stated thirty days of agent or office-change default (official Compilation Commission PDF, accessed 2026-09-26).
- N.M. Stat. Ann. § 53-19-66.2 — “may apply ... for reinstatement within two years after the effective date of revocation” (official Compilation Commission PDF, accessed 2026-09-26).
- 12.3.4.11(F) NMAC — agency “may administratively revoke a domestic limited liability company by issuing a certificate of revocation” (official rule, accessed 2026-09-26).
Source links
Every statute quoted above, linked, with the date we checked it.
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