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New Mexico LLC Operating Agreement Template

A New Mexico LLC operating agreement sets forth the rules and regulations for a newly-registered limited liability company (LLC) and is executed by its founding members/owners. The completed document will provide the names, addresses, ownership percentages, rights, and responsibilities of the members, the LLC’s registered office and agent, and the general procedures of the entity.

In New Mexico, LLCs aren’t legally required to create an operating agreement or file one with the Secretary of State. Nevertheless, it is in the best interest of the company’s owners to execute an operating agreement that creates a logistical, financial, and ownership structure that they all agree upon.

Contents

Types (2)

Single-Member LLC Operating Agreement – Used to establish the operations of a company that will have one (1) sole member/owner.

Download: PDF, Word (.docx), OpenDocument

 


Multi-Member LLC Operating Agreement – Details the rules and functions of a company that has two (2) or more members.

Download: PDF, Word (.docx), OpenDocument

 


Laws


How to File

Step 1 – Select and Reserve Business Name

Before a limited liability company (LLC) can be registered, the founders must create and designate a unique business name. State law requires that the name must include the words “limited liability company” or “limited company” (may be abbreviated as “LLC” or “LC,” and the words “limited” and “company” may be abbreviated as “ltd.” and “co.”). Furthermore, the name must not imply that the company may be a limited partnership or corporation.

After selecting a name, it can be verified by searching for an exact match in the Business Search portal provided by the New Mexico Secretary of State. If the name is already in use, another one must be found.

Once a unique business name has been chosen, the company can reserve it for a 120-day period by completing an LLC name reservation form and filing it with the Secretary of State for a $20 fee.

If the company wishes to apply for registration immediately or doesn’t wish to reserve a business name before filing, there is no requirement for them to file the name reservation form.


Step 2 – Designate Registered Office and Agent

Both foreign and domestic LLCs are legally required to select and register an office and agent for the company (§ 53-19-5). The designated agent will be authorized to receive service of process and other legal documents on the company’s behalf.

The agent must be either an individual who is a resident of New Mexico or a domestic/foreign business (LLC, corporation, partnership) with a place of business in the state that is the same as the registered office. Before the company files an Application for Registration, the agent will need to sign a Statement of Acceptance of Appointment.


Step 3 – Register Limited Liability Company (LLC)

To create an LLC in New Mexico, the company will need to complete and file the Application for Registration, Articles of Organization, and the Statement of Acceptance of Appointment (signed by the agent). The Secretary of State website requires domestic LLCs to register an account with the Corporate and Business Services division to access the required forms, submit applications, and pay the $50 filing fee.

Foreign LLCs will also need a Certificate of Good Standing from their domestic state that was issued within thirty (30) days of the filing date. The Foreign LLC Application for Registration and supporting documents must be completed and mailed to the address below along with the $100 filing fee (check or money order made out to “New Mexico Secretary of State”).

New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501


Step 4 – Create Operating Agreement

State law doesn’t require the creation of an operating agreement to form an LLC. However, it is still recommended that the company drafts an operating agreement to establish the rights and responsibilities of its members and how the LLC will operate. If no operating agreement is made, the LLC’s operations will be dictated by state law.

  • Single-Member LLC Operating Agreement
  • Multi-Member LLC Operating Agreement

Step 5 – Apply for Employer Identification Number (EIN)

Once a company’s LLC has been approved by the Secretary of State, they will need to apply for an employer ID number (EIN) from the IRS so they can be identified for tax purposes. An EIN is required for all LLCs that have more than two (2) or more members, even if they don’t technically employ anyone. Single-member LLCs are an exception and do not require an EIN.

EIN applications can be completed online through the IRS website at no charge.


Resources

Filing Options:

  • Domestic LLCs: Online
  • Foreign LLCs: By mail (sent to the below address).

New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501

Costs:

  • Domestic filing fee: $50
  • Foreign filing fee: $100
  • Name reservation: $20

Forms:

Links: