LLC Conversion and Domestication Filing Requirements in New Mexico
At a glance
| Governing law, transaction names, and route scope | New Mexico LLC Act §§ 53-19-59 to -62.3; § 53-19-60.1 authorizes LLC conversion to corporation, partnership, or limited partnership. The current Chapter 53 scheme contains no LLC domestication/continuance/transfer provision |
|---|---|
| Entity-type conversion availability and eligible destination forms | Direct conversion available only to corporation, partnership, or limited partnership. Definitions include New Mexico or foreign corporations and partnerships/LPs under comparable another-jurisdiction law; no LLC, trust, cooperative, or other-form result stated (§§ 53-19-59, -60.1) |
| Inbound/outbound domestication, continuance, and transfer | No same-type LLC inbound or outbound domestication, continuance, or transfer route in current Chapter 53. The nonexclusivity section preserves conversion or merger under another law but does not create a jurisdiction-change procedure (§ 53-19-62.3) |
| Destination-law reciprocity and regulated-entity limits | Definitions can reach foreign corporation/partnership/LP results, but § 53-19-60.1 states no destination-law authorization, reciprocity, acknowledgment, or regulated-entity test. Other law may still prohibit resulting rights or powers (§ 53-19-61(B)(4)) |
| Plan terms, interest conversion, and resulting governing documents | Agreement states conversion terms and conditions and how member interests become resulting interests, cash, other consideration, or a combination. No express name, jurisdiction, resulting organic-document, operating-rule, amendment, or outside-fact term (§ 53-19-60.1(C)) |
| Member approval, agreement control, classes/series, and new-liability consent | Operating agreement's specifically required conversion percentage/number of members or managers controls; otherwise all members approve. No class/series, written-consent, no-member, or separate new-owner-liability consent rule stated (§ 53-19-60.1(B)) |
| Conversion/domestication statements, companion filings, signer, and contents | Result determines filing: partnership statement; corporation articles plus statement; LP certificate plus statement. Statement gives conversion, former LLC name, votes and required threshold if nonunanimous, and LLC-articles cancellation. Manager signs if manager-managed, otherwise member; name/capacity stated (§§ 53-19-12, -60.1(D)) |
| Effective time, amendment, abandonment, withdrawal, status evidence, fees, and tax clearance | Filing-effective or any later date in the result document; no maximum delay. LLC Act lists $100 for conversion articles. Conversion scheme states no agreement amendment, abandonment, withdrawal, correction, good-standing evidence, or tax clearance (§§ 53-19-60.1(F), -63(C)) |
| Entity, property, debt, proceeding, contract, interest, and registration continuity | Same entity for all purposes; property vests, debts/liabilities/obligations continue, proceedings continue, and rights/powers remain unless other law prohibits. Owners continue subject to the statute's imperfect cross-reference; LLC articles cancel at effect (§§ 53-19-60.1(E), -61) |
| Appraisal/dissent, alternative routes, and professional-advice boundaries | No express appraisal, dissent, notice, buyout, or new-liability protection in §§ 53-19-59 to -62.3. Conversion or merger under another law is not precluded, but the statute does not select or establish an alternative route (§ 53-19-62.3) |
Requirements one by one
New Mexico offers a narrow conversion route, not a same-type move
A New Mexico LLC may convert directly into a corporation, partnership, or limited partnership. The definitions include foreign corporations and partnerships or limited partnerships formed under comparable another- jurisdiction law, but the statute lists no other destination type. NMSA 1978 §§ 53-19-59 to 53-19-60.1.
The complete conversion-and-merger sequence runs through § 53-19-62.3. It contains no LLC-to-LLC domestication, continuance, redomestication, or transfer procedure. Its merger section expressly names domestic and foreign LLCs, which underscores that merger is a separately defined transaction rather than a same-entity jurisdiction-change route. NMSA 1978 §§ 53-19-62 to 53-19-62.3.
The operating agreement controls only when it specifically addresses conversion
The agreement states the conversion terms and conditions and how the members' interests become interests in the result, cash, other consideration, or a combination. It does not have the longer public- and private-organic-document term list common to modern entity-transaction acts. NMSA 1978 § 53-19-60.1(C).
An operating-agreement provision that specifically sets a conversion number or percentage of members or managers controls. Without that specific provision, every member approves. The section states no separate class, series, no-member, or new-personal-liability consent rule. NMSA 1978 § 53-19-60.1(B).
The resulting form determines the filing
A partnership result uses a statement; a corporation result uses articles of incorporation plus the statement; and a limited-partnership result uses its certificate plus the statement. The statement says the result came from an LLC, gives the LLC's former name, reports votes for and against and the required threshold when approval was not unanimous, and directs cancellation of the LLC articles at effectiveness. NMSA 1978 § 53-19-60.1(D)-(E).
Unless another LLC Act provision specifies otherwise, a manager signs for a manager-managed LLC and a member signs for a member-managed LLC; the signer states a name and capacity. An attorney-in-fact may sign without filing the power. NMSA 1978 § 53-19-12.
The conversion becomes effective when the result document is filed or on any later date stated in it; the section supplies no maximum delay. The LLC Act's fee list states $100 for conversion articles, but the conversion section does not clarify whether a resulting form's separate formation charge is additional. NMSA 1978 §§ 53-19-60.1(F) and 53-19-63.
The entity, property, debts, and proceedings continue
The converted organization is the same entity for all purposes. Its property vests in the result, debts and other obligations continue, proceedings continue as though conversion had not occurred, and rights and powers vest unless other law prohibits. NMSA 1978 § 53-19-61.
Section 53-19-61(B)(5) says owners continue unless an agreement under § 53-19-60(C) provides otherwise, even though an LLC's outbound agreement is under § 53-19-60.1(C). This page does not repair that statutory cross-reference or use it to promise a particular ownership result.
What trips people up
Foreign forms in § 53-19-59 do not create a domestication route. They expand the meanings of corporation, partnership, and limited partnership for the cross-type conversion section. New Mexico still gives no same-type LLC-to-LLC jurisdiction-change filing, and § 53-19-60.1 does not say what a foreign destination must file or whether its law must authorize the result.
Common questions
Can managers approve instead of members?
Yes, if the operating agreement specifically sets the number or percentage of managers required for conversion. Otherwise approval defaults to all members. NMSA 1978 § 53-19-60.1(B).
Can the agreement cash out some or all member interests?
Yes. It may convert interests into resulting interests, cash, other consideration, or a combination. NMSA 1978 § 53-19-60.1(C).
Does this statute foreclose every other legal route?
No. Section 53-19-62.3 says the listed conversion and merger provisions do not preclude conversion or merger under another law. It does not itself supply the missing route, approval, filing, or continuity terms.
Statutes and sources
- NMSA 1978 §§ 53-19-59 to 53-19-60.1 — definitions and the LLC conversion route, agreement, approval, result filings, cancellation, and effective date; official text (accessed September 8, 2026).
- NMSA 1978 § 53-19-12 — conversion-filing signer; official text (accessed September 8, 2026).
- NMSA 1978 §§ 53-19-61 to 53-19-62.3 — conversion continuity, the separate merger route, and nonexclusivity; official text (accessed September 8, 2026).
- NMSA 1978 § 53-19-63 — statutory filing-fee entries; official text (accessed September 8, 2026).
- New Mexico Compilation Commission, Scope of Coverage — the compilation is current through the 2026 Second Session; official scope page (accessed September 8, 2026).
Source links
Every statute quoted above, linked, with the date we checked it.
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