New Mexico Foreign Registration/Penalties
The New Mexico penalty for an unregistered foreign LLC, subsection by subsection
A foreign LLC that does business in New Mexico without registering owes what registration would have cost, faces a civil penalty capped at $200 for each year or part of a year, and loses access to New Mexico courts until it registers. Section 53-19-53 of the New Mexico Statutes Annotated sets all this out,.
The consequences at a glance
- Lawsuits
- No claims in New Mexico courts until it registers
- Contracts
- Stay valid and enforceable by the other side
- Back fees
- What registration would have cost, for each year of business
- Civil penalty
- Capped at $200 for each year of unregistered business
- Injunction
- Business can be enjoined until penalties and costs are paid
- Members and managers
- Not liable for the company's debts for this reason alone
Subsection A: no suing until you register
While unregistered, the company has no standing to bring a claim in a New Mexico court. The bar is temporary and lifts on registration, but a filing deadline for a claim keeps running meanwhile.
Subsection B: contracts stay valid
The Act shields the other party: the company's contracts remain good, the counterparty can still sue on them, and a suit against the company can still be answered in court. Nobody can escape a bargain on the ground that the supplier was unregistered. What the company loses is access to the court, not the deal.
Subsection C: the Secretary of State becomes your agent
Doing business without registering has a built-in side effect: the Secretary of State is deemed the company's agent for any claim stemming from that business. A lawsuit can then be served on a state office instead of anyone you chose, and the papers are mailed on afterward. Registering with an agent of your own choosing avoids this.
Subsection D: back fees
The state may also recover what registration would have cost: each fee the Act would have charged across the whole stretch of unregistered business, counting a part-year as a year, along with the reports and penalties that would have gone with it. The attorney general can sue to collect. Since the Act sets no yearly report for a foreign LLC, the main fee in that sum is the $100 registration.
Subsection E: the civil penalty
A civil penalty of up to $200 can be assessed for each year, or part of a year, in which the company did business without a valid registration. Three such years can therefore reach $600 in penalties alone, before back fees.
Subsection F: the attorney general and an injunction
Recovery of the penalty is an action for the attorney general. If the court finds that the company, or any of its members or managers, did business in violation of the Act, an injunction follows alongside the penalty and remains until the company has paid the penalties, interest and costs and met the Act's other requirements. Registering is the usual route to compliance.
Subsection G: personal exposure of members and managers
Members and managers keep their personal shield: operating unregistered is not, alone, a reason to hold them liable for what the company owes. The exposure belongs to the company, as the penalty, the back fees and the injunction.
Corporations face a similar rule
A corporation that skips the certificate of authority is likewise shut out of the courts, and owes the fees and franchise taxes it would have paid, plus $200 in civil penalty for each offense. The corporation page has the section.
Late registration
Registering late stops the clock on the lawsuit bar and the injunction, but it does not erase what accrued. The statute measures the back fees and penalty by the years of business done unregistered, so the least costly course is to register before the first day of operations. Cost of registering now: $100. The registration guide lists the steps.
Who decides if you were transacting business
The registration rule and the penalty depend on the same question: whether the LLC was transacting business. The registration test page covers the excluded activities. Whether the LLC was transacting business depends on your facts.
Penalty questions
How much is the New Mexico penalty for skipping registration?
Up to $200 for each year or part of a year, plus back fees.
Can an unregistered LLC enforce a contract?
Not until it registers; New Mexico courts stay closed to its claims.
Does being unregistered void my contracts?
No, they stay valid.
Am I personally liable as a member?
Not solely because the company was unregistered.
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.
Registering in New Mexico?
Choose LLC or corporation and give us the formation state.