How to form an LLC in New Mexico

New Mexico SOS charges $50 to file Articles of Organization. There's no annual report fee. Realistic year-one cost: $50. Ongoing yearly cost: $0 in state filing fees — making New Mexico one of the cheapest states to maintain an LLC.

Online filings through NM Enterprise approve in 1–3 business days. Mail filings take 7–10 business days. New Mexico does not offer a separate paid expedited tier.

New Mexico's Articles of Organization generally do not require members or managers to be named, and the state does not require an LLC annual report. A commercial registered agent can reduce personal address exposure on the public filing. FinCEN currently exempts U.S.-formed entities from BOI reporting, but banks, tax agencies, courts, and other lawful records can still identify owners.

No. New Mexico is one of the few U.S. states with no LLC annual report requirement. Once your LLC is formed, you have no recurring Secretary of State filing obligation. You still must maintain your registered agent and file applicable tax returns (especially the GRT).

The GRT is New Mexico's 4.875% statewide tax on the gross receipts of nearly every business activity in the state, plus local add-ons that can push combined rates above 9.5%. Unlike a typical sales tax that applies only to retail goods, GRT applies broadly to services, B2B transactions, and many other business activities. Most NM LLCs register for GRT regardless of whether they'd need a "sales tax" license elsewhere.

No franchise tax. Pass-through LLCs pay no state-level entity tax. Owners pay personal income tax (graduated up to 5.9%) on their share of LLC profits. The GRT functions as the de facto state-level business tax.

Yes — and it's a popular choice for non-residents wanting privacy. New Mexico has no residency requirement for LLC members or managers. You only need a NM-based registered agent. However, if you don't actually do business in NM, you'll likely need to register as a foreign LLC in your home state.

For New Mexico residents and businesses tied to oil/gas, film production, or federal labs: yes — the no-annual-report and anonymity features are genuinely valuable. For solo founders prioritizing minimal ongoing paperwork and privacy, New Mexico competes head-to-head with Wyoming. For businesses operating outside NM, the GRT doesn't apply, so the cost-benefit favors NM for pure holding-company structures.

New Mexico LLCs are pass-through entities by default, meaning profits flow to members and are taxed on their personal state income tax returns at rates ranging from 1.7% to 5.9% depending on income level. The state also imposes a Gross Receipts Tax (GRT) on businesses that sell goods or services in New Mexico, with a statewide rate of 5% plus local additions that can bring the combined rate to around 8–9% in cities like Albuquerque or Santa Fe. LLCs that elect to be taxed as corporations will owe New Mexico's flat corporate income tax of 5.9%. If your LLC has employees, you will also need to register with the New Mexico Taxation and Revenue Department for withholding tax purposes.

Yes, non-residents and foreign nationals can form an LLC in New Mexico without restriction — the state has no residency requirement for members or managers. You will, however, need a New Mexico registered agent with a physical street address in the state to receive legal notices on your behalf. If you operate or do business in your home state as well, you will likely need to foreign qualify your New Mexico LLC in that state by filing a Certificate of Authority and paying that state's fees. Non-residents who earn New Mexico-sourced income through their LLC must still file a New Mexico personal income tax return for that income.

New Mexico does not issue a single statewide general business license, but most LLCs will need to register with the New Mexico Taxation and Revenue Department to obtain a Combined Reporting System (CRS) number, which covers Gross Receipts Tax, withholding, and other state taxes. Beyond that, licensing requirements vary by industry — contractors, healthcare providers, and certain professionals must obtain state-level occupational licenses through the relevant New Mexico licensing board. At the local level, cities like Albuquerque and Santa Fe require their own business registration or local business licenses, often with annual fees under $100. Always check both state and municipal requirements for your specific business type and location.

To dissolve a New Mexico LLC, you must file Articles of Dissolution with the New Mexico Secretary of State, which can be submitted online through the SOS business portal or by mail. The filing fee for dissolution is $50. Before filing, you should wind up the company's affairs — paying outstanding debts, liquidating assets, and distributing remaining assets to members — and ideally document the dissolution decision in a member vote per your operating agreement. After the state approves the dissolution, you should also close your CRS account with the New Mexico Taxation and Revenue Department and cancel any local business licenses to avoid further tax obligations.

New Mexico does not legally require an LLC to have a written operating agreement, but the New Mexico LLC Act allows members to govern the company by agreement, and without one your LLC will be subject to the default rules in state statute, which may not reflect your intentions. An operating agreement is especially important for multi-member LLCs because it defines ownership percentages, profit and loss allocations, voting rights, and what happens if a member leaves or dies. Single-member LLCs also benefit from having one because it reinforces the legal separation between you and the business, which is critical for maintaining liability protection. Banks and investors may also request a copy of your operating agreement before opening accounts or extending credit.