Why Has My LLC Been Administratively Dissolved?
If you receive notice that your LLC has been administratively dissolved, it may be the result of a few different reasons. The most common reasons for LLC administrative dissolution are failing to file your LLC’s annual report, failing to pay your annual fee, or failing to maintain a registered agent.
When your LLC is administratively dissolved that means it has lost its good standing with the state. As a result, your LLC may be subject to fines, penalties, or noncompliance fees. Additionally, this may jeopardize your business transactions and subject you to personal liability.
Keep in mind, however, that the state of New Mexico allows you the option of restoring your LLC to good standing if you act within a particular timeframe. Once you have received notification of your LLC’s administrative dissolution, it is important to act quickly and complete the necessary steps for reinstatement.
How to Reinstate Your New Mexico LLC
If the New Mexico Public Regulation Commission has administratively revoked your New Mexico LLC, you have the ability to apply for reinstatement. Along with the notification of revocation, you should also be notified of your right to reinstatement. You can apply for your LLC’s reinstatement with the Public Regulation Commission within two years of your effective revocation date.
Note: Once this two-year period has passed, your ability to reinstate your LLC has completed. If you haven’t reinstated your LLC by this point, you can no longer do so. At this point, you will need to start from the beginning and form an entirely new LLC if you wish to do so.
If the New Mexico Public Regulation Commission determines that the grounds for your administrative dissolution no longer exist, it will then issue your LLC a Certificate of Reinstatement. Once this has occurred, you can file an Application for Reinstatement along with any relevant late fees or missed filings. Your application must contain original signatures from the signers, so your options for delivery are by mail or in person.
If you are mailing your documents, address them to:
New Mexico Public Regulation Commission Corporations Bureau PO Box 1269 Santa Fe, NM 87504
If you are delivering your documents in person, take them to:
New Mexico Public Regulation Commission Corporations Bureau Filing Desk P.E.R.A. Building, Room 413 1120 Paseo de Peralta Santa Fe, New Mexico 87505
The normal processing time for your LLC reinstatement can take up to 1 month. There is no specific reinstatement fee associated with the Application for Reinstatement. However, you will need to pay any of your LLC’s delinquent fees.
The Application for Reinstatement for your LLC can be found on the New Mexico Public Regulation Commission site There is also the option of an expedited filing.
Keep in mind that when you reinstate your LLC, you cannot make unauthorized changes at the same time, such as your registered agent, principal business address, or changes to your membership or managers. Each of these changes requires a separate course of action that cannot be covered in the process of your LLC reinstatement.
Tax Clearance and LLC Reinstatement
Tax clearance typically refers to verification that your LLC has paid all of its tax liabilities at the time it has ceased to exist or transferred ownership. In the case of administrative dissolution, it may refer more specifically to any past due taxes that your LLC owes the state. You may be required to obtain tax clearance before you can reinstate your New Mexico LLC. Your tax clearance certificate or letter should be included with your Application for Reinstatement. It is important to keep in mind that obtaining tax clearance can take several weeks or longer.