Is a New Mexico LLC Annual Report Required? The LLC Act Says No
A New Mexico LLC annual report isn't required. NMSA 53-19-63, the LLC fee schedule, has no line for a report, and both revocation grounds in 53-19-66.1 concern the registered agent, not a missed filing.
Choose a situation to see your date.
The tool dates an agent change, a resignation, a reinstatement window or a corporation's first report.
Open SOS Enterprise53-19-63, 53-19-66.1 and 53-5: No Line for an LLC Report
The Business Services pages of the Secretary of State never state the rule in a sentence, so the official answer sits in the statutes the office publishes: the Limited Liability Company Act (NMSA 53-19) and the Corporate Reports Act. Read together, three of their sections leave no place for an LLC report, a report due date or a renewal.
- Fee list, NMSA 53-19-63
- Thirteen fees, from $50 articles of organization to a $25 certificate of cancellation for a foreign LLC. None of them is for a report.
- Revocation grounds, 53-19-66.1
- Two grounds only, both about the registered agent. A missed report can't be one, because no statute makes an LLC file one.
- Corporate Reports Act, 53-5
- It applies to "a domestic or foreign corporation." An LLC formed under chapter 53, article 19 is not a corporation, even when it elects corporate tax treatment.
Record Changes Cost $20 to $50; There Is No New Mexico LLC Annual Fee
New Mexico charges an LLC no annual fee. The one $50 every LLC pays is the articles of organization filing fee, due once when you form a New Mexico LLC, and after that a fee appears only when something on the record changes or the LLC ends. The office takes these business filings online only, through an SOS Enterprise account, and no longer accepts paper.
| Filing at the Secretary of State | Fee | When it applies |
|---|---|---|
| Articles of organization | $50 | Once, at formation (53‑19‑63 A) |
| Statement of change, registered agent or office | $20 | Each time the agent or the office address changes (53‑19‑63 I) |
| Agent's statement of a new business address | $20 | Filed by the agent when its own address moves (53‑19‑63 J) |
| Amended or restated articles | $50 | A new name or another change to the articles (53‑19‑63 B) |
| Articles of dissolution | $25 | When the members end the LLC (53‑19‑63 D) |
| Annual report or renewal | None | Not required of a New Mexico LLC |
A commercial registered agent charges its own price, which isn’t a state fee.
Only Corporations File the 30-Day Initial Report and the Biennial Report
New Mexico does have a recurring report, but it sits in the Corporate Reports Act. Under NMSA 53-5-2, a domestic or foreign corporation reports to the Secretary of State within 30 days after its certificate of incorporation or authority is issued, then every two years, by the 15th of the fourth month after its taxable year ends.
- Fourth month since 2018
- A 2018 amendment moved the due date from the third month to the fourth. A December year end gives April 15, and older summaries quoting March 15 rely on the repealed wording.
- Sworn under penalty of perjury
- An officer or authorized agent affirms the report "under penalties of perjury" (53-5-5), and the report lists directors, officers and the TRD tax ID.
- Supplemental report in 30 days
- A change of agent, registered office, directors, officers or principal place of business between reports needs a supplemental report within 30 days.
- $200 and a 60-day notice
- A late report or supplemental report carries a $200 civil penalty on top of the filing fee. The certificate is canceled 60 days after the written notice is mailed, unless everything is filed and paid by then.
An extension is possible: a corporation that applies by the due date can get up to 12 months for good cause, and one holding an approved IRS extension receives the same extension when it attaches a copy (53-5-6).
Revoked, Not Dissolved: New Mexico’s Two Ways an LLC Stops
New Mexico law keeps two words apart. Administrative revocation is the Secretary of State’s action for an agent problem, while dissolution comes from the members, the articles or a court.
- Dissolution (53-19-39)
- An event named in the articles or the operating agreement, the written consent of members holding a majority of the voting power (unless the agreement says otherwise), or a court decree. The LLC then winds up, and the articles of dissolution cost $25.
- Revocation (53-19-66.1)
- The Secretary of State may revoke the LLC after 30 days without an agent, or 30 days after an unreported change of agent or office.
- Reinstatement (53-19-66.2)
- Available only after a revocation, within two years of its effective date. The application lists the LLC's name and revocation date and states that the grounds are cured.
- The name test
- The application must also show the name still meets NMSA 53-19-3. A name registered by another business during the revocation can block it, so look the name up in New Mexico's business entity search before applying.
The fee list in 53-19-63 has no reinstatement line for an LLC; Business Services (505‑827‑3600) confirms any amount due.
Monthly, Quarterly or Semiannual: the Gross Receipts Tax Return on the 25th
None of the returns in this section goes to the Secretary of State. They go to the Taxation and Revenue Department (TRD) through its Taxpayer Access Point (TAP), under the Business Tax Identification Number (formerly CRS), and a gross receipts tax return is due on the 25th of the month after each reporting period.
| Filing status | Assigned when | Return due |
|---|---|---|
| Monthly | Combined taxes average more than $200 a month, or by choice | 25th of the following month |
| Quarterly | Less than $600 a quarter | April 25, July 25, October 25, January 25 |
| Semiannual | Less than $1,200 per six months | July 25 and January 25 |
TRD’s own rule (3.1.4.10 NMAC) gives the case of April receipts: due May 25, but with May 25 on a Saturday and Memorial Day on the Monday, the return was due Tuesday, May 28.
A business with no physical presence in New Mexico registers with TRD once its taxable receipts from the state reach $100,000 in the prior calendar year.
The income return follows the LLC’s federal tax classification
- Multi-member LLC taxed as a partnership
- Form PTE, due on the federal return's due date. Tax for nonresident owners is withheld and reported on that return.
- Single-member LLC, disregarded
- Not a pass-through entity under TRD's definition, so the LLC files no PTE return; its income goes on the owner's return.
- LLC with an S corporation election
- Form S-Corp, the New Mexico Sub-Chapter S Corporate Income and Franchise Tax Return.
- LLC taxed as a C corporation
- Form CIT-1, the Corporate Income and Franchise Tax Return, due April 15 for a calendar tax year and otherwise on the 15th of the fourth month after a fiscal year ends. Franchise tax appears on this return and on Form S-Corp, both filed by entities taxed as corporations.
Agent Resigns or Office Moves: the 30-Day Clocks in NMSA 53-19-66.1
Under NMSA 53-19-5, the registered office is in New Mexico, and the agent at that address is one of these:
- an individual resident of New Mexico;
- a domestic corporation, LLC or partnership with a place of business at the registered office;
- a foreign corporation, LLC or partnership with authority to transact business here, under the same requirement.
- Agent or office changes
File the statement of change within 30 days
The statement names the LLC, the current agent and office, and the new ones, and a new agent must state that it accepts the appointment. The act ties revocation to day 30 after the change; a day 30 falling on a weekend or a holiday listed in NMSA 12-5-2 becomes the next business day (NMSA 12-2A-7).
- Agent resigns
The appointment ends on day 30 after the notice reaches the office
The agent delivers a written notice in duplicate. The appointment ends on day 30, or sooner if a successor agent's appointment takes effect first.
- 30 days with no agent
Revocation becomes possible
An LLC that has gone 30 days without appointing and maintaining an agent meets the first revocation ground. After a resignation, that point comes after day 60 from the notice reaching the office, unless a successor was named.
- Principal office moves
Report it as well
A move of the principal place of business is reported to the Secretary of State by a written statement, with no fee and no deadline in the act. It's the address where the office sends the LLC its copy of an agent's resignation notice.
