Have you decided to stop transacting business with your New Mexico limited liability company? The state of New Mexico legally requires all business entities to go through a formal dissolution process.
What does this process entail, and how does it differ for domestic and foreign entities? In this guide, we’ll answer all the tough questions about dissolving an LLC in the state of New Mexico.
What Does It Mean to Dissolve an LLC?
Dissolving a company is an official means of permanently closing your business. While filing the dissolution documentation with the state of New Mexico is certainly an important part of the process, it’s not the only step. You should also liquidate your business assets, settle any liabilities, and send legal notifications to anyone that had an interest in your company.
Keep in mind that if you fail to complete these steps, you as a business owner could be held personally liable for any outstanding debts or liabilities of your limited liability company. Now that we’ve discussed what exactly dissolving an LLC is, let’s dive into the details of how this process is carried out in the state of New Mexico.
How to Dissolve a Domestic New Mexico LLC
Dissolving a limited liability company in New Mexico requires you to file Form DLLC-DV (Articles of Dissolution) with the Secretary of State. This form requires the following information:
- LLC name
- Business ID number
- Date Articles of Organization were filed
- Date any amendments to the Articles of Organization were filed (if applicable)
- Method of dissolution authorization
- Effective date of dissolution
- Name and address of those responsible for winding up the business
- Signature of authorized representative
- Mailing address
- Contact information
In addition to the completed Articles of Dissolution, you will need to provide a $25 check to cover the filing fee (made payable to the “New Mexico Secretary of State”). You can mail or drop off your document at this address:
New Mexico Secretary of State
325 Don Gaspar, Suite 300
Santa Fe, NM 87501
The Secretary of State can take up to 15 days to process your dissolution. You may also need to submit a Business Tax Registration form and/or a tax clearance request. To determine whether this is necessary, you should contact the Taxation and Revenue Department for more info.
How to Dissolve a Foreign LLC in New Mexico
Do you need to dissolve a limited liability company based outside of New Mexico, but qualified to transact business within this state?
LLCs that were formed outside of New Mexico will need to file Form FLLC-CAR (Application for Certificate of Cancellation) with the Secretary of State. This form requires the following information:
- LLC name
- Business ID number
- State of organization
- Affirmation that the LLC “is not transacting business in New Mexico. It surrenders its registration to transact business in New Mexico. It confirms the authority of its registered agent for service of process in New Mexico. It consents that service of process in any action, suit or proceeding based upon any cause of action arising in New Mexico during the time the foreign limited liability company was registered to transact business in New Mexico also may be made on such company by service upon the secretary of state.”
- Mailing address for service of process
- Signature of authorized representative
- Contact information
This form comes with a $25 filing fee (checks must be payable to the “New Mexico Secretary of State”). Once you have provided all of the necessary information, you can send the form and check to this address:
New Mexico Secretary of State
325 Don Gaspar, Suite 300
Santa Fe, NM 87501
The Secretary of State can take up to 15 days to process your dissolution. Just like with domestic LLCs, foreign LLCs should also make sure they don’t have any tax obligations left unpaid before dissolving. Contact the Taxation and Revenue Department to find out.
What Else Do I Need to Know About LLC Dissolutions in New Mexico?
As soon as your dissolution is processed, someone else can claim and begin using your business name. However, if your LLC is administratively dissolved, the state of New Mexico protects your business name for up to two years.
Generally, states administratively dissolve a business when it fails to file an annual or biennial report. However, New Mexico does not require businesses to file these reports. Nonetheless, New Mexico LLCs can still be administratively dissolved if they do not maintain a registered agent, or if they fail to notify the Secretary of State in the event of a change of address.
If your LLC is administratively dissolved, you can reinstate it by paying a $200 penalty fee. You should file for reinstatement within two years of the dissolution so that you do not risk losing your business name to someone else.
Conclusion
Whether you’re dissolving a domestic or foreign limited liability company, the process isn’t complicated.
Both the Articles of Dissolution and the Application for Certificate of Cancellation essentially require the same filing process.
Our final note in this guide is that you should make certain each step of the process outlined in this guide is followed closely, to avoid any unforeseen snags with your dissolution. We hope this article helped you to better understand the dissolution process for a New Mexico LLC!