An out-of-state LLC is an LLC that was formed in any state other than New Mexico. If you are considering conducting business in New Mexico, you are required to register your LLC with the New Mexico Secretary of State before you can begin.
Like most other states, the New Mexico law regarding out-of-state LLCs is vague when it comes to who needs to register. The law specifically says anyone who is “transacting business” is required to register, but does not define that phrase any further.
A more definitive answer is found in the NM laws that determine which business entities are required to pay sales tax to the state. According to these regulations, a business is typically required to register with the Secretary of State if they have a physical presence in the state. A “physical presence” includes a store, a sales representative, an office, or a warehouse.
The filing fee to register your out-of-state LLC with the New Mexico Secretary of State is $100. You can pay this fee with a check or money order made out to “New Mexico Secretary of State.”
To register your foreign LLC in New Mexico, you must complete the Application for Registration of a Foreign Limited Liability Company. On this form, you are required to provide the following information:
Once you have entered all of the required information, the application must be signed and dated by an authorized person.
An authorized person is any person who has the authority to sign on behalf of the LLC. This can include a member, a manager, an attorney, or anyone that you authorize.
The application needs to be submitted in duplicate, so be sure to send a copy of the document if you are submitting your materials via mail.
Along with the application, you must also submit the Acceptance of Designated Initial Registered Agent to the New Mexico Secretary of State. This document requires that you list the name of your NM registered agent, the name of your company, and a signature of an authorized person.
You are required to provide a Certificate of Good Standing from the state where your LLC was initially formed. You must provide this to the New Mexico Secretary of State within 30 days of receiving it.
All filings submitted to the New Mexico Secretary of State must include a Document Delivery Instruction Form. A PDF of this form is available on the New Mexico Secretary of State website.
Once you have completed all the necessary documents, you must file them—along with the $100 filing fee—with the the New Mexico Secretary of State.
You can file these documents in person at the Secretary of State Office, or you can submit them via mail.
The office address is:
New Mexico Secretary of State
325 Don Gaspar, Suite 300
Sante Fe, NM 87501
If you have any questions, you can contact the NM SOS Office at (800) 477-3632.
New Mexico no longer provides an option to expedite the filing of the Application for Registration. Currently, all New Mexico filings are processed in about 30 days.
Once you submit all of the required documents and the filing fee, your materials will be reviewed and processed. Once that is complete, a Certificate of Registration and a copy of your submitted application will be returned to the address you provided on the Document Delivery Instruction Form.
New Mexico is unique in the fact that it does not require LLCs to file annual reports. This adds some additional privacy benefits to NM LLCs because the only information required to start and maintain your business entity with the state is the Application for Registration.
LLCs are pass-through entities, so all profits from your LLC will be passed on to the members, and then they will pay taxes on those earnings as personal income.
Our office is located in the heart of Santa Fe, only a fifteen minute walk from the New Mexico Secretary of State Office.
For your convenience, we include mail forwarding in our registered agent service.
All business formation documents we receive on your behalf are uploaded to your online, secure client account.
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