Forming a New Mexico LLC From Abroad: Steps, the $50 Fee and What Comes After

A non-US resident can register a New Mexico LLC from abroad. The state fee is $50, the filing is made online, and we found no annual report or annual fee in the New Mexico LLC Act. What the state requires is a name that follows the rules and a registered agent in New Mexico. That is what "LLC company registration" means in practice in New Mexico. The federal side, with the EIN and Form 5472, is the same as in any other state. This guide follows the steps in order, with the rule behind each one from the New Mexico Limited Liability Company Act (NMSA 1978, §§ 53-19-1 to 53-19-74).

In short:

• State fee to form: $50 for filing the articles of organization and issuing the certificate of organization (§ 53-19-63).
• How: online, on the Secretary of State's business portal (enterprise.sos.nm.gov); the Secretary of State says it no longer accepts paper filings for business applications.
• Required: a name containing "limited liability company", "limited company", "LLC", "L.L.C.", "LC" or "L.C.", and a registered agent and office in New Mexico.
• Every year: no annual report or annual fee found in the LLC Act; the federal Form 5472 with a pro forma Form 1120 is still due for a single-member LLC with a foreign owner, for each year with a reportable transaction.

Step 1: choose a name

Under § 53-19-3, the name must contain "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC" ("limited" can be shortened to "ltd." and "company" to "co."). It must be distinguishable from the names of other LLCs, limited partnerships and corporations on the state's records, and from reserved names. If the company will do business under a different name in New Mexico, that name must also appear in the articles. Search the name on the business portal before filing.

Step 2: appoint a registered agent in New Mexico

Under § 53-19-5, a New Mexico LLC must maintain a registered office in the state and a registered agent that is either an individual resident of New Mexico or a corporation, LLC or partnership (formed in New Mexico, or formed elsewhere and authorized to do business there) whose place of business in New Mexico is the registered office. From abroad, this is in practice a commercial registered agent, with its own yearly fee. The organizer files the agent's statement accepting the appointment with the articles (§ 53-19-9).

Step 3: file the articles of organization ($50)

Under § 53-19-8, the articles set out:

• the name;
• the street address of the initial registered office and the name of the initial registered agent, and the address of the principal place of business if different;
• the period of duration, if not perpetual;
• a statement if management is vested in a manager;
• a statement if the LLC may carry on business as a single-member LLC;
• any other provision the signers choose to include.

The fee "for filing the original articles of organization and issuing a certificate of organization" is fifty dollars (§ 53-19-63(A)). The Secretary of State's business services page sends filers to the online portal, enterprise.sos.nm.gov, and states: "We will no longer accept paper filings for any business applications."

The articles do not have to list the owners. Banks and the IRS will still ask who owns and controls the company.

Step 4: write an operating agreement

The operating agreement sets the rules between the members, and for a single owner it records who owns the LLC. It is not filed with the state. Banks often ask for it, so sign it at formation and keep it with the articles and the certificate of organization.

Step 5: get an EIN

The LLC needs an Employer Identification Number to open a bank account, to be paid and to file with the IRS. A responsible party without an SSN or ITIN cannot use the IRS online application; the IRS takes Form SS-4 by fax or mail, and international applicants can also apply by phone. See EIN without an SSN and what banks ask a non-resident owner.

What you owe every year after

"None found in the LLC Act" means we read the Act's text and found no annual report or annual fee for LLCs; it is not a promise that no state or local tax will ever apply to your activity. Check your situation on the Secretary of State's portal and, if the LLC does business in New Mexico, with the state's Taxation and Revenue Department. The Wyoming vs Delaware vs New Mexico guide compares the official numbers. BOI reports to FinCEN are no longer required for US companies; see our BOI guide.

What it costs, in total

The state's part is $50 to form. Add the registered agent's yearly fee and any formation service's fee. The federal Form 5472 has no filing fee, but it is a yearly obligation for a single-member LLC with a foreign owner and a reportable transaction, whichever state the LLC is in; see what a foreign-owned US LLC files each year.

How Melya helps

Melya's LLC formation for non-resident founders costs from $399, state fees extra. It includes a comparison of the state fees and yearly state filings for your case, the articles of organization filed with the state, coordination with your registered agent, the EIN application (Form SS-4) through the IRS fax or phone channel for applicants without an SSN or ITIN, and a standard operating agreement. Each year after, the Form 5472 + pro forma 1120 costs $249.

Melya prepares US tax filings and signs as paid preparer; Melya does not represent clients before the IRS, does not give legal advice and does not advise on the tax rules of your country of residence.

Frequently asked questions

Can a non-US resident own a New Mexico LLC?

Yes. Nothing in the New Mexico LLC Act requires a member or organizer to be a US citizen or resident. The registered agent is the part that must be in New Mexico.

How much does it cost to register an LLC in New Mexico?

The state charges $50 for the articles of organization and the certificate of organization. The registered agent and any service you use are extra.

Does a New Mexico LLC file an annual report?

We found no annual report or annual fee for LLCs in the LLC Act. Check the business portal for your own company's status.

New Mexico or Wyoming?

On state fees, New Mexico costs less ($50 and no yearly amount found, against $100 and at least $60 a year in Wyoming). Your choice can depend on other things, such as what a bank or partner accepts. See forming a Wyoming LLC from abroad and the three-state comparison.

Does forming in New Mexico change my Form 5472?

No. A single-member LLC with a foreign owner files Form 5472 with a pro forma Form 1120 for each year with a reportable transaction, whatever the state.

Sources

• New Mexico Limited Liability Company Act, NMSA 1978, §§ 53-19-1 to 53-19-74: §§ 53-19-3 (name), 53-19-5 (registered agent), 53-19-8 (articles of organization), 53-19-9 (filing), 53-19-63 (fees).
• New Mexico Secretary of State, Business Services: online portal, no paper filings.
• New Mexico Secretary of State, Statutes Governing Business in NM.
• IRS, Instructions for Form SS-4: EIN for applicants without an SSN.
• IRS, Instructions for Form 5472: foreign-owned US disregarded entities.
• FinCEN, Beneficial Ownership Information FAQ: US companies exempt.