Dissolving an LLC in New Mexico

Dissolving a New Mexico LLC


If you wish to dissolve your New Mexico LLC, you must file Articles of Dissolution with the Secretary of State and the Public Regulation Commission. Regardless of whether we formed your LLC in New Mexico, or act as your registered agent, we are happy to assist you with this process.

It is important to handle these steps as quickly and efficiently as possible once you’ve decided to dissolve your LLC, doing so will ensure you avoid any unnecessary risks from continuing to maintain the entity.

Before Dissolving


Members of the LLC should hold a vote on dissolution. If the members reach a resolution to dissolve, retain the recorded notes from this meeting in the LLC’s records. If there are no members to consider, then the organizer of the LLC applies for dissolution.

At this time, any creditors your LLC may have should be given notice for your pending dissolution, as well as a mailing address for which they can submit claims. New Mexico does not require publication of a Notice of Dissolution for LLCs. However, record of publication can prove useful in the event of any future claims made against your dissolved LLC.

Articles of Dissolution


In order to officially dissolve your LLC, you must file Articles of Dissolution with the Secretary of State. Articles of Dissolution carry a $50 filing fee.

Normal processing for the Public Regulation Commission is between 10 and 15 business days. There are two expedited filing options available:

• Same-day processing for an additional $300 fee.
• Two-day processing for an additional $200 fee.

Generally, New Mexico does not require tax clearance from the Taxation and Revenue Department before dissolving an LLC. However, depending on which tax accounts your LLC operates, some accounts may require additional steps to ensure an error-free dissolution.

Closing Tax Accounts


Your LLC may have several tax accounts managed by a variety of state government departments. Some of the most common for LLCs pertain to employees and the selling of goods or services.

• If your LLC has employees in New Mexico be aware of Unemployment Insurance Tax and Employee Withholding Tax.
• If your LLC has sold goods or services be aware of Gross Receipts Tax.

In order to dissolve your LLC, you must pay off all taxes or fines associated with these accounts. There can be no balance remaining in any of your tax accounts. If you want to ensure that all of your tax accounts are closed correctly, seek expert legal or tax advice to handle the process on your behalf.

Before Dissolving


Members of the LLC should hold a vote on dissolution. If the members reach a resolution to dissolve, retain the recorded notes from this meeting in the LLC’s records. If there are no members to consider, then the organizer of the LLC applies for dissolution and you no longer need a registered agent in New Mexico.

At this time, any creditors your LLC may have should be given notice for your pending dissolution, as well as a mailing address for which they can submit claims. New Mexico does not require publication of a Notice of Dissolution for LLCs. However, record of publication can prove useful in the event of any future claims made against your dissolved LLC.

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