LLC Annual and Biennial Report Requirements in New Mexico
At a glance
| Periodic report obligation | None — New Mexico's corporate-report statute is a separate Article 5, while LLCs are governed by Article 19. The official LLC filing rule lists formation, agent, merger, dissolution, and revocation filings but no annual, biennial, or periodic report (12.3.4.11–.12 NMAC) |
|---|---|
| Frequency and first report | None — no initial and no recurring periodic report for a domestic or registered foreign LLC. Filing articles of organization or a foreign registration begins the entity record; it does not start a report cycle |
| Due date and filing window | None for a periodic report. Registered-agent and office maintenance is event-driven, not calendar-driven; an LLC must continuously maintain both and file changes when they occur (NMSA 1978 § 53-19-5) |
| Filing office and method | No periodic LLC report is filed. Separate LLC maintenance filings go to the New Mexico Secretary of State through its online Business Services portal; the agency says all business filings have moved online and paper applications are no longer accepted |
| Required information | Not applicable — there is no periodic report. Separately, the LLC record must identify a New Mexico registered office and an eligible registered agent, and a change statement identifies the company, current agent and office, and the successor or new address (§ 53-19-5) |
| Filing fee and related charges | $0 — no periodic-report fee because no report exists. Section 53-19-63 lists the LLC filing fees for formation, amendments, mergers, dissolution, certificates, agent changes, foreign registration, and cancellation, but no annual or biennial report charge |
| Late fee and delinquency | None for a periodic report — no report deadline means no report late fee or report delinquency. A separate agent default becomes a revocation ground after 30 days without an agent or 30 days without filing a required agent or office change (§ 53-19-66.1) |
| Dissolution, reinstatement, and cure | No report-based dissolution or reinstatement. For agent-based administrative revocation, eliminate the ground and apply for reinstatement within 2 years; reinstatement relates back to the revocation date (§§ 53-19-66.1–.2) |
What New Mexico requires instead of an annual report
New Mexico has no annual-report calendar for a limited liability company. The Secretary of State's own statute inventory places Corporate Reports in NMSA 1978 Article 5 and the Limited Liability Company Act in the separate Article 19. The current LLC filing rules, 12.3.4.11 and 12.3.4.12 NMAC, then list the documents domestic and foreign LLCs file — formation or registration documents, registered-agent statements, amendments, merger or conversion documents, and dissolution or cancellation documents — without an annual, biennial, or other periodic report.
The fee statute confirms the same structure. NMSA 1978 § 53-19-63 is the LLC Act's filing-fee list. It charges for formation, amendments, mergers, dissolution, certificates, name reservations, agent changes, foreign registration, and cancellation, but it contains no periodic-report filing and no report fee. An ordinary domestic or registered foreign LLC therefore has no first report, recurring report cycle, filing window, report contents, late report fee, or report-based administrative revocation.
What the LLC must keep current is its contact point. Section 53-19-5 requires every LLC to maintain a New Mexico registered office and registered agent. When the agent or office changes, the company files a statement with the Secretary of State identifying the company, the existing information, and the successor agent or new address. The Secretary of State now handles all business applications through its online Business Services portal rather than on paper.
If the registered-agent record lapses
The lack of a periodic report does not make the entity record maintenance-free. Under § 53-19-66.1, administrative revocation can follow if the LLC goes 30 days without appointing and maintaining a registered agent, or if 30 days pass after an agent or office change without the required change statement.
That is an agent-default track, not a late-report penalty. A revoked LLC may apply for reinstatement under § 53-19-66.2 within two years after revocation. The application states that the ground never existed or has been eliminated and that the name still satisfies the LLC Act. Once effective, reinstatement relates back to the revocation date and the LLC resumes business as if the revocation had not occurred.
What trips people up
- Borrowing the corporation report rule. New Mexico corporations file reports under Article 5 and the corporation rules. An Article 19 LLC does not inherit that requirement.
- Paying for a nonexistent LLC annual report. Section 53-19-63 has no annual- or biennial-report fee. A private renewal solicitation does not create a state filing duty.
- Treating no report as no maintenance. A stale or missing registered agent can revoke the LLC after the statutory 30-day default even though no periodic report was due.
- Confusing taxes or federal reporting with this state filing. Tax returns, licenses, and federal beneficial-ownership reporting are separate and do not become a New Mexico LLC annual report.
Common questions
Does a New Mexico LLC file anything every year with the Secretary of State?
No general annual, biennial, or other periodic LLC report is required. File only the event-driven documents the LLC Act requires, such as a registered-agent or office change.
What is the New Mexico LLC annual-report fee?
There is none. The exhaustive LLC fee list in § 53-19-63 does not include a periodic report.
Does a registered foreign LLC file a periodic report?
No. The foreign-LLC filing rule, 12.3.4.12 NMAC, requires registration and event-driven maintenance documents, not an annual or biennial report.
Can an LLC that lost its registered agent be reinstated?
Yes, if it applies within two years after administrative revocation, eliminates the ground, and satisfies the name requirement. Section 53-19-66.2 makes an effective reinstatement relate back to the revocation date.
Statutes and sources
- New Mexico Secretary of State — Statutes Governing Business in NM. Separates the Corporate Reports statute (Article 5) from the Limited Liability Company Act (Article 19). Official inventory (accessed July 16, 2026).
- 12.3.4.11–.12 NMAC. Current official domestic- and foreign-LLC filing rules, including formation or registration, registered-agent, merger, dissolution or cancellation, and revocation filings — with no report requirement. Official current rule (accessed July 16, 2026).
- NMSA 1978 § 53-19-5. Registered-office and registered-agent maintenance and change statements. Official current text (accessed July 16, 2026).
- NMSA 1978 § 53-19-63. Exhaustive LLC filing-fee list, containing no annual or biennial report charge. Official current text (accessed July 16, 2026).
- NMSA 1978 §§ 53-19-66.1–.2. Agent-based administrative revocation and two-year, relation-back reinstatement. Official current text (accessed July 16, 2026).
- New Mexico Secretary of State — Business Services. Current online-only business-filing instructions. Official filing guidance (accessed July 16, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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