If you need to withdraw your LLC or corporation from the state of New Mexico, you will need to file a Certificate of Cancellation with the New Mexico Public Regulation Commission. Whether your company is dissolving, merging with another, or you have simply chosen to no longer conduct business in a particular state, obtaining clearance from the necessary state agencies is an essential part of withdrawing your business. Here, we will detail the required steps of the withdrawal process for the state of New Mexico, including informing your registered agent in New Mexico.
The first step in withdrawing your foreign LLC in the state of New Mexico is to submit your Application for Certificate of Cancellation (Form FLLC-CAR) to the Public Regulation Commission. If your foreign business is a corporation, you will use Form FPR-WD, instead. Be sure to include a duplicate copy along with your filing fee when submitting.
Next, your business will need to obtain clearance for withdrawal from three different state agencies. These agencies include the Tax and Revenue Department, the Department of Workforce Solutions, and the Public Regulation Commission. You must obtain clearance from all three and submit these clearances along with your Application for Certificate of Cancellation.
To obtain clearance from the Tax and Revenue Department, submit a New Mexico Tax Clearance Request (Form ACD-31096) to:
Taxation and Revenue Department Audit & Compliance Support Office PO Box 5557 Santa Fe, NM 87502-5557
To obtain clearance from the Department of Workforce Solutions, submit a New Mexico Tax Clearance Request for Dissolution or Withdrawal to:
New Mexico Department of Workforce Solutions PO Box 1928 Albuquerque, NM 87103
To obtain clearance from the Public Regulation Commission, submit an Application for Tax Clearance for Dissolution/Withdrawal to:
Public Regulation Commission Tax Compliance Division PO Box 1269 Santa Fe, NM 87504-1269
Once you receive tax clearance certificates from all three state agencies you are ready to submit your application for withdrawal.
Note: Along with your tax clearance certificates and withdrawal application, you may be required to submit a New Mexico Registered Agent resignation, as well.
The cost to withdraw your foreign New Mexico business is $25 for LLCs and $50 for corporations. There is an expedited filing option available that costs an additional $300 for same-day processing (must be received before 2 pm) or $200 for two-day processing. If you choose either expedited filing options, remember to include a Request for Expedited Filing form along with your additional payment.
If you fail to submit an official withdrawal application to the Public Regulation Commission and fail to file your biennial reports (if a corporation), you will be assessed a $200 penalty. If you later file the report late, you must include the $200 penalty along with your report.
Keep in mind that your New Mexico business must receive clearance from the Public Regulation Commission prior to processing your company’s withdrawal. So, if you fail to file your reports or pay penalties, or anything else that jeopardizes your good standing with the state, you cannot successfully withdraw your business from the state.
The state of New Mexico requires original signatures on its forms, so you have the options of filing by mail or in person. Once you submit your withdrawal application, it can take the Public Regulation Commission up to 15 business days to process. Failing to produce all of the necessary tax clearances or not being current on your taxes owed to the state will lengthen the time it takes to process your application.
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
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