A New Mexico LLC operating agreement is the internal written agreement that governs how an LLC runs. State law doesn’t require filing one with the Secretary of State, but § 53-19-2(O) defines it specifically as a written agreement. Skip it, and Chapter 53, Article 19 defaults take over.
Choose the version that matches your New Mexico LLC structure.
Do You Need an Operating Agreement to Form a New Mexico LLC?
No. New Mexico requires an LLC to file Articles of Organization, not an operating agreement. The statutory filing fee for original Articles of Organization is $50 under NMSA 1978 § 53-19-63(A), and current business filings are handled through the New Mexico Business Portal. The Secretary of State confirms that business filings have moved to its online filing system.
The operating agreement remains an internal company document. New Mexico’s LLC Act does not require it to be filed with the Secretary of State or notarized, but if an LLC uses one, the statute defines it as a written agreement. The state’s official business-law index identifies the Limited Liability Company Act as NMSA 1978 §§ 53-19-1 through 53-19-74.
New Mexico’s Legal Definition of an Operating Agreement
“Operating agreement” means a written agreement providing for the conduct of the business and affairs of a limited liability company and that agreement as amended in writing;
New Mexico’s statutory definition is narrower on form than the laws of many other states. The operating agreement itself is defined as a written agreement, and the definition likewise includes amendments made in writing.
New Mexico does not use the broader oral or implied definition found in some states. If members want a rule to live in the operating agreement, putting it in writing matters.
The statutory definition expressly includes amendments made in writing. Changes to voting, distributions, management, or member rights should therefore be reflected in the written document.
New Mexico ties several default rules to contributions. § 53-19-17 bases default voting power on the value of members’ capital contributions, while § 53-19-22 allocates profits and losses in proportion to contribution value when the Articles of Organization and operating agreement do not provide another rule.
New Mexico LLC Default Rules That May Surprise Members
These are not generic LLC rules. They are New Mexico defaults worth addressing directly because several can produce results members may not expect.
Members who contributed capital vote in proportion to the value of their contributions, adjusted for later contributions and withdrawals. It is not automatically one member, one vote.
§ 53-19-17(A)A majority of the voting power can amend the operating agreement unless the governing documents require something different. A provision requiring more than a majority cannot itself be weakened without that same higher vote.
§ 53-19-17(B)(1), (C)Unless the articles or operating agreement change the rule, removing a member requires the approval of all other members.
§ 53-19-17(B)(2)If neither the articles nor the operating agreement provides an admission method, a person receiving an interest directly from the LLC needs the written consent of all members.
§ 53-19-36(A)A member of a perpetual LLC may withdraw with 30 days’ prior written notice unless the articles or operating agreement say otherwise. A member who properly withdraws is generally entitled to the fair market value of the membership interest within a reasonable time.
§ 53-19-37(A), (C)If the governing documents do not specify an allocation, profits and losses follow the value of each member’s capital contribution, adjusted for capital withdrawals.
§ 53-19-22