Registering a foreign LLC in New Mexico, from the first check to cancellation

Begin with the test, not the form. The Act ties registration to transacting business in New Mexico, and it names eleven kinds of conduct that do not amount to that. A company whose only New Mexico contact is a bank account, a members' meeting, a court case or sales through independent contractors sits outside the rule. One with an office, staff or regular jobs here sits inside it. Our registration test page goes through the list and through real situations. When a company is close to the line, registering costs $100, while waiting risks the penalties on the penalties page.

The name on the application need not match the home-state name, provided a New Mexico LLC could register it. Registering the exact home name keeps the application consistent with the certificate. A different name makes sense only when the home name is unavailable here. The Act lets a name be reserved for $20 before filing.

New Mexico requires a registered agent for service of process, and the agent is 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. Registered offices can double as the principal place of business. The agent signs a statement accepting the appointment, which the portal collects as a PDF upload. A friend in another state cannot serve. See the agent page for how to change or resign.

Filings go through SOS Enterprise, at enterprise.sos.nm.gov. Create an account or log in; the email address used as the login receives every notice about the filing. Inside the portal, open Forms in the sidebar, choose the Business tab, then pick the business type and file online.

After submission the filing appears in My Business Work Queue. The state writes only after review, to say a filing is approved, rejected or needs correction, sent to the email address used as the account login. Under the Act a refusal must be explained in writing within 15 working days. If the filing needs correction, you have 90 days to repair and resubmit before it is rejected automatically.

Two events require a new filing. When the people who manage the company change, an amended registration follows, for $50, backed by authenticated amended articles. When the agent or office changes, a statement is filed for $20.

A disapproved document returns with written reasons, due within 15 working days of delivery. For a correction request, open the filing in the work queue and resubmit within 90 days, since the application is rejected automatically after that and a new fee is due. Fix the item the reasons name, then resubmit the whole filing with the certificate and the agent's acceptance still inside their windows.

A foreign corporation pays $1 per thousand authorized shares represented in the state for its certificate, within a range of $200 to $1,000. It files a corporate report within 30 days of approval and later reports every two years, at $25 each. The corporation page has the formula.

If the LLC stops doing business in New Mexico, it cancels the registration for $25. The application says the company is not transacting business in the state, surrenders the registration, and confirms the agent arrangement. The cancellation page has the six statements.

Nothing on the state's pages lists why filings get rejected, so we offer no such list. The risks that follow from the rules themselves are these: a certificate older than the window, a formation date that disagrees with the certificate, an agent whose signed acceptance is missing, a registered office without a New Mexico street address, and a signer who lacks authority under the home state's law. Each is checked before we submit.

The Act includes a refusal procedure. A disapproved document comes back with written reasons, due within 15 working days of its delivery, and the filer may appeal to the district court. Owners read the reasons, fix the item and resubmit within the portal's correction window, which is 90 days.

The rule is that the certificate be current within 30 days and not expired when the Secretary of State receives it, so the count ends on the day the office gets the filing and not on the day you start it. A certificate dated on the first of a month has to be received by the thirtieth day after that. Build slack in. If the signer needs a week and the agent needs two days, order the certificate after those are done, not before, and submit the same day it arrives.

Take a Texas LLC that opens a New Mexico office. It registers for $100. A year on, its manager changes, so it amends the registration for $50, and the agent moves, so it files a change statement for $20. Later it closes the office and cancels for $25. Across the whole life of the registration the state collected $195, with no yearly fee in between. Texas has its own charges, which are a separate matter.