New Mexico Foreign Registration/Delaware LLC owners
Delaware-formed LLCs in New Mexico: two bills and two calendars
Registering a Delaware LLC in New Mexico costs $100 once, and the company keeps paying Delaware $400 each year, which puts the first year's government charges at $500. New Mexico wants a good standing certificate issued within 30 days. Delaware's short form costs $50, so certificate plus registration comes to $150.
Side by side
| Item | Delaware | New Mexico |
|---|---|---|
| Recurring charge | $400 tax | None for a foreign LLC |
| Due date | June 1 | No yearly date |
| Missed payment | $200 penalty, plus interest | Nothing to miss |
| Standing paper | Short form, $50 | Issued within 30 days of filing |
| Entry cost | Already formed | $100 |
The certificate depends on the Delaware account
The certificate reports standing at home, so the Delaware account has to be clear first. That is why the tax goes first in the order of work, and the thirty days start running on something you cannot use.
How Delaware assesses the tax
The tax is $400, due June 1. The tax applies to any LLC that shows as active in the Division's records at some point between January 1 and December 31, and a company formed late in the year owes the whole amount, because nothing is prorated. Paying after the due date adds a $200 penalty, and interest runs on top.
Totting up the first year
New Mexico's side is $100. With Delaware's short certificate, that is $150. With the Delaware tax as well, the year's government charges reach $500. Our fee, $199, and any agent's fee come on top. From the second year on, only Delaware's tax recurs.
Short form or long form
The short form is $50; the long form is $175. New Mexico asks for a certificate of good standing and compliance. Rather than guess which Delaware form satisfies that wording, we confirm it before filing and tell you if the cheaper one is enough. Order one certificate, not both.
A second agent for New Mexico
Your Delaware agent covers Delaware. New Mexico takes an individual resident of New Mexico, or a domestic or foreign corporation, LLC or partnership that has a place of business at the registered office. The agent page has the rules and the change fee.
The name to register
Entering the Delaware name letter for letter from the certificate keeps the application consistent with its attachment. The statute does permit a different name when a New Mexico LLC could use it. The Delaware record is untouched whichever you choose.
Scenario: a Delaware LLC with a duplex in Santa Fe
Owning property without more is excused, but collecting rent is more than owning. A Delaware LLC that buys a house to let is running a business in New Mexico, so it registers before the first tenant pays. The registration test explains the reasoning. A lawyer here can check how it applies to your structure.
Scenario: a Delaware parent with a New Mexico subsidiary
The Act exempts a company that merely controls a corporation, sits as a limited partner, or serves as member or manager of another LLC that does business here. A Delaware parent whose only link is ownership of the operating company may have no duty of its own to register. Hiring people here or running operations itself would change that.
Scenario: only a bank account in New Mexico
Bank accounts and a lone job finished within 30 days are both excused. A Delaware LLC with nothing else here falls within the excluded activities. It should still pay Delaware's tax on time.
When the Delaware tax is late
A payment after June 1 turns the bill into $600 before interest. Since the certificate cannot issue until it is paid, a late tax also delays New Mexico.
Order of work for a Delaware LLC
Clear the Delaware account
Tax of $400, due June 1.
Choose the New Mexico agent
A New Mexico resident, or a business keeping a New Mexico place of business at the registered office address.
Order the certificate
Short form $50, kept inside 30 days.
Write the application
Name Delaware as the home jurisdiction and copy the formation date from the certificate.
File online
Pay $100 through the portal.
Delaware corporations
A Delaware corporation applies for a certificate of authority instead, from $200 up, and an authorized officer signs. Its home certificate must also be current within 30 days. Delaware franchise tax is outside this page. See the corporation page.
Leaving New Mexico later
Cancelling the New Mexico registration costs $25 and does not touch the Delaware LLC. Steps are on the cancellation page.
Registered agent: first year included, then $149 a year
$199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Delaware LLC questions
Does the Delaware tax reduce the New Mexico fee?
No. Each state bills separately.
Can my Delaware agent act in New Mexico?
Only if it meets the New Mexico test for a business agent.
Does anything recur in New Mexico?
Not a yearly report, for a foreign LLC under the Act.
Our fee and the New Mexico fee
Start my New Mexico registration
- The New Mexico application drafted from what you tell us
- Your home-state certificate checked against the thirty-day limit before anything is filed
- A New Mexico registered agent, supplied by us or named by you
- The filed record emailed to you
- Renewal: after the first year, the agent service renews at $149 a year
$199
+ $100 New Mexico fee (LLC)
Start my New Mexico filingNew Mexico charges $100 to register a foreign LLC. A foreign corporation pays at least $200. $199 plus the state fee, including your first year of registered agent service; after that the agent service renews at $149 a year.
Sources
- New Mexico Statutes Annotated 1978, Limited Liability Company Act (Chapter 53, Article 19)
- New Mexico Statutes Annotated 1978, section 53-2-1, fees of the Secretary of State
- Delaware Division of Corporations, LLC/LP/GP annual tax
- Delaware Division of Corporations fee schedule (PDF)
- Delaware Code Title 6, chapter 18, subchapter XI (fees and annual tax)
- Division of Corporations, pay taxes and file annual reports
- Division of Corporations, certificates of status and entity status online
- New Mexico Statutes Annotated 1978, Business Corporation Act, foreign corporations (sections 53-17-1 to 53-17-20)
Registering in New Mexico?
Choose LLC or corporation and give us the formation state.