Protected and Registered Series LLC Formation Requirements in New Mexico

At a glance

Ordinary LLC formation under Article 19

Under NMSA 1978, § 53-19-1 names the Act, and § 53-19-2(I) defines a domestic LLC as an organization formed under it. One or more organizers may file articles under § 53-19-7 to form an LLC without becoming members. The ordinary articles state the company name under § 53-19-8(A); § 53-19-9(A) requires their filing with a registered agent's acceptance. Under § 53-19-10(A), the ordinary LLC becomes a separate legal entity on filing or at the later time specified in the articles, subject to substantial compliance.

The current complete Chapter 53, Article 19 addresses the LLC's formation, property, management, dissolution, and other ordinary matters. It does not prescribe the establishment of a domestic protected, registered, or designated series or a statutory parent/series asset-segregation rule.

What trips people up

Under § 53-19-8(F), signers may put internal-affairs terms in the ordinary LLC's articles. Sections 53-19-29(A) and (B) treat property acquired by the LLC as its property rather than the members' property and describe how the LLC may hold title. Neither section creates a separate series or supplies an interseries liability rule.

Common questions

Can a later effective date in ordinary articles establish a series? No. The later-time rule in § 53-19-10(A) determines when the LLC itself is formed; Article 19 has no separate domestic series establishment event.

Does the ordinary LLC's status as a separate legal entity protect an internal division's assets? Section 53-19-10(A) addresses the LLC as an entity. Current Article 19 has no statutory rule making an internal division a liability-segregated series.

Statutes and sources

• NMSA 1978, § 53-19-1: “Chapter 53, Article 19 NMSA 1978 may be cited as the "Limited Liability Company Act".” https://nmonesource.com/nmos/nmsa/en/4400/1/document.do (accessed 2026-09-27).
• NMSA 1978, § 53-19-2(I): “"limited liability company" or "domestic limited liability company" means an organization formed pursuant to the provisions of the Limited Liability Company Act;” https://nmonesource.com/nmos/nmsa/en/4400/1/document.do (accessed 2026-09-27).
• NMSA 1978, § 53-19-7: “One or more persons may form a limited liability company by filing articles of organization with the commission [secretary of state]. The person or persons forming the limited liability company need not be members of the limited liability company. One or more persons may own and operate the limited liability company.” https://nmonesource.com/nmos/nmsa/en/4400/1/document.do (accessed 2026-09-27).
• NMSA 1978, § 53-19-8(A): “The articles of organization shall set forth: A. a name for the limited liability company that satisfies the requirements of Section 53-19-3 NMSA 1978;” https://nmonesource.com/nmos/nmsa/en/4400/1/document.do (accessed 2026-09-27).
• NMSA 1978, § 53-19-8(F): “any other provision that the persons signing the articles choose to include in the articles, including provisions for the regulation of the internal affairs of the limited liability company.” https://nmonesource.com/nmos/nmsa/en/4400/1/document.do (accessed 2026-09-27).
• NMSA 1978, § 53-19-9(A): “The organizer or organizers of a limited liability company shall file with the commission [secretary of state]: (1) the signed original of the articles of organization, together with a duplicate copy, which may be either signed, photocopied or conformed; (2) the statement of the person appointed registered agent, accepting appointment as registered agent; and (3) any other documents required to be filed pursuant to the Limited Liability Company Act.” https://nmonesource.com/nmos/nmsa/en/4400/1/document.do (accessed 2026-09-27).
• NMSA 1978, § 53-19-10(A): “A limited liability company is formed when the articles of organization are filed with the commission [secretary of state] or at any later date or time specified in the articles of organization if there has been substantial compliance with the requirements of the Limited Liability Company Act. A limited liability company formed pursuant to the Limited Liability Company Act is a separate legal entity.” https://nmonesource.com/nmos/nmsa/en/4400/1/document.do (accessed 2026-09-27).
• NMSA 1978, § 53-19-29(A): “Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members. A member has no interest in an item of limited liability company property.” https://nmonesource.com/nmos/nmsa/en/4400/1/document.do (accessed 2026-09-27).
• NMSA 1978, § 53-19-29(B): “Property acquired or owned by the limited liability company shall be acquired, held and conveyed in the name of the limited liability company. A limited liability company may acquire any estate in real or personal property in the name of the limited liability company, and title to any estate so acquired shall vest in the limited liability company rather than in the members.” https://nmonesource.com/nmos/nmsa/en/4400/1/document.do (accessed 2026-09-27).