New Mexico Foreign Registration/Ending a registration
Cancelling a foreign LLC's New Mexico registration, and what survives it
A foreign LLC leaves New Mexico by filing an application for cancellation of registration and receiving a certificate of cancellation, for $25. Section 53-19-52 lists six statements the application makes.
The cancellation at a glance
- Filing
- Application for Cancellation of Registration of a Foreign Limited Liability Company
- State fee
- $25
- Statute
- NMSA 1978, section 53-19-52
- Statements required
- 6
- Signed by
- a person with authority under the home state's law, or a receiver or trustee if the company is in one's hands
- Form
- In the form specified by the Secretary of State, filed online
When cancelling makes sense
Cancel once the company has ended its New Mexico operations for good. A company that still has a lease, staff or regular work here should not cancel, because the application states the opposite. A company that is merely quiet can stay registered at no yearly cost, since the Act sets no report for a foreign LLC. The reporting page explains.
The six statements
The application sets forth the company name and home state; that it is not transacting business in New Mexico; that it surrenders its registration; that it confirms its agent and consents to service on the Secretary of State for claims arising here while registered; an address for mailing process; and confirmation that it has resigned as registered agent for any entity registered in New Mexico, or is not one. That is all six. The first two identify the company and say the activity has ended; the next two end the registration and keep service of process alive for claims that arose here; the fifth gives a mailing address for any process; and the sixth ties off any role as registered agent for other New Mexico entities.
Resign as agent first
The sixth statement catches companies that serve as registered agent for other entities. If the LLC is the agent for any New Mexico entity, it has to resign from that role, or be replaced, before it can truthfully file. Commercial agents are the usual case, and owners of ordinary operating companies can skip this step.
Who signs
The application is executed by a person with authority under the home state's law, or a receiver or trustee if the company is in one's hands. For most LLCs, that means a manager or member with signing authority under the home state's LLC act.
What cancellation does not end
Cancellation does not end the Secretary of State's authority to accept service of process for claims arising from business the company did in New Mexico. That is why the fourth statement has the LLC consent to service through the Secretary of State and give a mailing address. Cancel only when you are ready for that address to receive anything that arrives.
Cancellation does not touch the home state
The registration here is separate from the company's existence at home. A Delaware or Wyoming LLC keeps its home-state report and tax going after the New Mexico registration ends. Our Delaware page and Wyoming page compare the two sides.
What it costs, and what a return would cost
The state fee is $25. A company that registered and cancelled in one year paid $125 in New Mexico fees. If it comes back later, it registers again at $100, so cancelling and returning costs more than staying put would have, which for an LLC with no report is nothing.
Corporations leave by withdrawal
A foreign corporation does not use this filing. It applies for withdrawal and a certificate of withdrawal for $50, stating the name and home state; a statement that it is not transacting business here; a surrender of authority; revocation of its agent's authority with consent to service on the Secretary of State; a mailing address for process; authorized and issued shares by class; and confirmation it is not a registered agent for another New Mexico entity. The corporation page has the rest.
Filing the cancellation online
The filing goes through the same portal as the registration. Log in, find the company's record, choose the amendment-type filing that applies, and follow the wizard. Only filings that apply to the entity type and its standing are shown, so if the cancellation does not appear, tell us and we check the record's standing.
Cancelling a New Mexico registration
Confirm business has stopped
The application states the company is not transacting business in New Mexico.
Resign as agent elsewhere
If the LLC is an agent for another New Mexico entity.
Choose the mailing address for process
Anything served on the Secretary of State will be mailed there.
Have an authorized person sign
Authority comes from the home state's law.
File online and pay
$25 through the portal.
Keep the certificate
Download it from the work queue within the window the state allows.
Cancellation questions
How much does it cost to cancel?
$25 for the application and the certificate.
Who signs the cancellation?
An authorized signer under the home state's law, or a receiver or trustee.
Can the LLC be sued after it cancels?
For claims from its New Mexico business, yes, through service on the Secretary of State.
Is cancelling required if we stop working here?
The Act sets no yearly cost for staying registered, but the registration stays on record until cancelled.
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
- New Mexico Statutes Annotated 1978, Business Corporation Act, foreign corporations (sections 53-17-1 to 53-17-20)
- New Mexico Secretary of State, business online filing user guide
- New Mexico Secretary of State, Business Services
Registering in New Mexico?
Choose LLC or corporation and give us the formation state.