New Mexico Foreign LLC Certificate of Authority Filing Package

New Mexico Foreign LLC Certificate of Authority Filing Package

Overview

A limited liability company organized under the laws of a state or jurisdiction other than New Mexico ("foreign LLC") must register with the New Mexico Secretary of State before transacting business in New Mexico. Registration is governed by the New Mexico Limited Liability Company Act, NMSA 1978 §§ 53-19-1 through 53-19-74, with the registration requirement set forth in § 53-19-48.

Notable New Mexico features:

• No annual or biennial report requirement. Unlike most states, New Mexico does not require LLCs (foreign or domestic) to file periodic reports with the Secretary of State. This significantly reduces ongoing compliance burden, but the foreign LLC must still maintain its registered agent and pay applicable state taxes.
• Mandatory online filing. As of December 2024, the Secretary of State requires that all business filings be submitted through the Enterprise online portal at https://enterprise.sos.nm.gov. Paper filings are no longer accepted.
• Certificate of good standing currency. The accompanying certificate of good standing from the home jurisdiction must be current within thirty (30) days of receipt by the Secretary of State and must not have expired.

Pre-Filing Checklist

☐ Confirm that activities in New Mexico require foreign qualification (review NMSA 1978 § 53-19-46 safe-harbor list — interstate commerce, holding member meetings, maintaining bank accounts, isolated transactions completed within 30 days, and similar activities do not constitute transacting business).

☐ Conduct a name availability search on the Secretary of State's online business search portal to confirm the LLC's true name (or a registered alternate name) is distinguishable on the records from existing entities (NMSA 1978 § 53-19-50).

☐ If true name is not available or does not comply with name requirements, adopt and use a fictitious/alternate name for use in New Mexico, supported by a resolution of the LLC.

☐ Obtain a Certificate of Good Standing/Existence/Compliance from the home jurisdiction issued within the last thirty (30) days. Confirm the certificate has not expired by its own terms.

☐ Appoint a registered agent who maintains a physical street address in New Mexico (no P.O. boxes) and who is continuously available during regular business hours (NMSA 1978 § 53-19-5).

☐ Obtain registered agent's signed written consent to designation.

☐ Identify all managers (or if member-managed, all members) and gather names and business addresses.

☐ Determine principal office address in the state or jurisdiction of organization (or, if not required there, the LLC's principal office).

☐ Create a New Mexico Secretary of State Enterprise portal account at https://enterprise.sos.nm.gov.

☐ Confirm authorized signatory (a person with authority under the laws of the state of organization to sign on behalf of the LLC).

☐ Confirm payment method (credit card via online portal).

☐ Confirm document delivery instructions (contact phone, mailing address, email of person to receive returned filings).

Filing Fee Schedule

Application for Registration — Foreign Limited Liability Company

Filed Pursuant to NMSA 1978 § 53-19-48

Submit via: New Mexico Secretary of State Enterprise Online Filings Portal — https://enterprise.sos.nm.gov

Article I — Name of the Foreign Limited Liability Company

1.1 The true legal name of the foreign limited liability company, as registered in its jurisdiction of organization, is:

[________________________________]

1.2 If the true name is not available for use in New Mexico, or does not comply with NMSA 1978 § 53-19-50, the name under which the foreign limited liability company proposes to transact business in New Mexico is:

[________________________________]

Article II — Jurisdiction and Date of Organization

2.1 The state or other jurisdiction under whose laws the foreign limited liability company is organized:

[________________________________]

2.2 The date on which the foreign limited liability company was organized:

[__/__/____]

Article III — Statement of Foreign Status

3.1 The undersigned hereby states that the entity is a foreign limited liability company as defined in NMSA 1978 § 53-19-2.

Article IV — Principal Office

4.1 The address of the office required to be maintained in the state or jurisdiction of organization (or, if not so required, the principal office of the foreign limited liability company):

Article V — New Mexico Registered Agent and Registered Office

5.1 The name and address of the registered agent for service of process in New Mexico, who meets the requirements of NMSA 1978 § 53-19-5:

5.2 The registered agent has executed a signed statement accepting designation as registered agent of the foreign limited liability company, which statement is submitted with this Application.

5.3 The Secretary of State of New Mexico is appointed agent of the foreign limited liability company for service of process if no agent has been appointed, upon resignation of the appointed registered agent, or if the agent's authority has been revoked or the agent cannot be found or served in the exercise of reasonable diligence.

Article VI — Management of the Foreign Limited Liability Company

6.1 The identity of persons in whom management of the foreign limited liability company is vested (managers in a manager-managed LLC, or members in a member-managed LLC):

Article VII — Document Delivery Instructions

Article VIII — Attachments

☐ Original or photocopy of Certificate of Good Standing/Existence/Compliance from the jurisdiction of organization, dated within thirty (30) days, not expired.

☐ Original signed Acceptance of Appointment as Registered Agent.

☐ Resolution authorizing foreign qualification in New Mexico (recommended; not statutorily required).

Article IX — Execution

The undersigned, being a person with authority under the laws of the state or jurisdiction of organization to execute this Application on behalf of the foreign limited liability company, hereby submits this Application for Registration as a foreign limited liability company under NMSA 1978 § 53-19-48 and certifies under penalty of perjury under the laws of New Mexico that the information set forth herein is true and correct.

Acceptance of Appointment as Registered Agent

The undersigned hereby accepts designation as registered agent for service of process in New Mexico for [NAME OF FOREIGN LLC], and certifies that the undersigned meets the requirements of NMSA 1978 § 53-19-5.

Name Distinguishability and Alternate Name

Under NMSA 1978 § 53-19-50, the name of a foreign LLC transacting business in New Mexico must:

• Contain "Limited Liability Company," "Limited Company," or an abbreviation thereof ("L.L.C.," "LLC," "L.C.," "LC"; "Limited" may be abbreviated "Ltd." and "Company" may be abbreviated "Co.").
• Be distinguishable upon the records from the names of all other domestic and foreign corporations, LLCs, limited partnerships, and reserved or registered names on file with the Secretary of State.
• Not contain language stating or implying the entity is organized for a purpose other than that permitted by its certificate of registration.
• Not contain words restricted by other New Mexico statutes (e.g., "bank," "insurance") unless prerequisite approval is obtained.

If the true legal name is unavailable, the foreign LLC must adopt an alternate name to be used in New Mexico. The alternate name must be set forth in the Application for Registration (Article 1.2 above), supported by a resolution of the LLC's members or managers, and used in all New Mexico transactions.

Resolution adopting alternate name (sample):

RESOLVED, that [True Legal Name of LLC], a limited liability company organized under the laws of [Home State], having determined that its true legal name is not available or does not comply with the requirements of NMSA 1978 § 53-19-50, hereby adopts the alternate name "[Alternate Name]" for purposes of transacting business in New Mexico, and authorizes [Authorized Signatory] to execute and file the Application for Registration as a foreign limited liability company designating such alternate name.

Post-Qualification Compliance Checklist

☐ Receive and download the stamped/file-marked Certificate of Registration from the Secretary of State Enterprise portal. Retain in the company's New Mexico records.

☐ Register with the New Mexico Taxation and Revenue Department (TRD) for applicable taxes:

• Combined Reporting System (CRS) Identification Number for gross receipts tax (GRT), compensating tax, and wage withholding.
• Register via the Taxpayer Access Point (TAP) at https://tap.state.nm.us.

☐ If the foreign LLC will have New Mexico-based employees, register for state unemployment insurance with the New Mexico Department of Workforce Solutions.

☐ Confirm whether the LLC's New Mexico activity requires industry-specific licensing (Regulation and Licensing Department) or local business licenses (municipal/county).

☐ File any required municipal or county business registrations where the LLC will have a physical presence.

☐ Maintain continuous registered agent designation. Promptly file a Statement of Change of Registered Agent if the agent changes or resigns.

☐ Update the Certificate of Registration via an Amended Application if there is a change in:

• Name of the foreign LLC,
• Jurisdiction of organization,
• Identity of persons in whom management is vested, or
• Principal office address.

☐ Maintain good standing in the home jurisdiction. Loss of good standing at home may result in administrative revocation in New Mexico under NMSA 1978 § 53-19-66.1.

☐ No annual or biennial report obligation — but calendar the registered agent's contract renewal and any home-state report due dates so home-state administrative dissolution does not trigger revocation in New Mexico.

☐ File New Mexico income tax returns as required by entity classification (pass-through entity returns, composite returns for non-resident members where applicable).

Withdrawal / Cancellation of Registration

A foreign LLC may cancel its registration in New Mexico by filing an Application for Cancellation of Registration under NMSA 1978 § 53-19-52.

Pre-Withdrawal Checklist

☐ Cease transacting business in New Mexico.

☐ Pay or provide for payment of all New Mexico taxes and obligations (gross receipts tax, withholding, unemployment insurance, etc.).

☐ Obtain tax clearance / letter of good standing from New Mexico Taxation and Revenue Department, if requested by lenders, members, or counterparties (not statutorily required for cancellation but prudent).

☐ Provide notice to known creditors and counterparties in New Mexico.

☐ File the Application for Cancellation through the Enterprise portal with the required fee.

Application for Cancellation of Registration

Filed Pursuant to NMSA 1978 § 53-19-52

The foreign limited liability company hereby surrenders its authority to transact business in New Mexico, and consents that service of process in any action or proceeding based upon any cause of action arising during the period the foreign LLC was registered in New Mexico may be made on the Secretary of State.

Consequences of Transacting Business Without Registration

Under NMSA 1978 § 53-19-54:

• A foreign LLC transacting business in New Mexico without registration may not maintain any action, suit, or proceeding in any New Mexico court until it registers.
• The failure to register does not impair the validity of any contract or act of the foreign LLC, nor prevent it from defending an action in New Mexico courts.
• The foreign LLC is liable for all fees and taxes that would have been imposed had it duly registered, plus penalties.

Administrative Revocation and Reinstatement

Under NMSA 1978 § 53-19-66.1, the Secretary of State may administratively revoke the registration of a foreign LLC for grounds including:

• Failure to maintain a registered agent or office,
• Failure to notify of resignation or change of registered agent,
• Misrepresentation of a material matter,
• Notice from the home jurisdiction of dissolution, revocation, or cancellation.

A foreign LLC may apply for reinstatement under NMSA 1978 § 53-19-66.2 by curing the grounds for revocation and paying all delinquent fees and the reinstatement fee.

2024–2025 Reforms and Notes

• Mandatory online filing (December 2024): The Secretary of State transitioned to mandatory online filing through the Enterprise portal. Paper Forms (formerly Form DLLC-FA / FLLC-APP-equivalent) are no longer accepted for new foreign LLC registrations.
• No introduction of an annual/biennial report: New Mexico continues to be one of the few states with no ongoing periodic report requirement for LLCs.
• Corporate Transparency Act (CTA) / FinCEN BOI Reporting: Separate from state registration, foreign LLCs registered to do business in New Mexico are subject to federal Beneficial Ownership Information (BOI) reporting under the Corporate Transparency Act, 31 U.S.C. § 5336, unless exempt. Status of CTA enforcement has been in flux due to litigation; verify current BOI filing obligations with FinCEN before relying on any single source.

Sources and References

• NMSA 1978 §§ 53-19-1 through 53-19-74 (New Mexico Limited Liability Company Act)
• 12.3.4 NMAC (Limited Liability Companies regulations)
• New Mexico Secretary of State Business Services: https://www.sos.nm.gov/business-services/
• Enterprise Online Filings Portal: https://enterprise.sos.nm.gov
• New Mexico Taxation and Revenue Department — Taxpayer Access Point: https://tap.state.nm.us

END OF NEW MEXICO FOREIGN LLC CERTIFICATE OF AUTHORITY FILING PACKAGE