How to Close or Dissolve an LLC in New Mexico: Forms, Fees & Process

1. What Does It Mean to Dissolve an LLC in New Mexico?

Dissolving an LLC in New Mexico is the formal legal process of ending a limited liability company’s existence after dissolution documents are accepted by the New Mexico Secretary of State. Simply stopping operations or remaining inactive does not legally close the LLC.

Dissolution generally involves completing wind-up activities, filing Articles of Dissolution, settling debts, distributing assets under state law or an operating agreement, and completing all final federal and New Mexico tax filings to ensure removal from state records.

2. When Should You Close or Dissolve a New Mexico LLC?

You should close or dissolve a New Mexico LLC when the business has permanently stopped operating, no longer intends to generate revenue, or has fulfilled the purpose for which it was formed. Voluntary dissolution formally ends the LLC’s legal existence with the New Mexico Secretary of State (Business Services Division) and prevents the state from continuing to treat the company as an active business entity for administrative, compliance, or legal purposes.

This section focuses on voluntary dissolution, which is initiated by the LLC’s members or managers. Voluntary dissolution differs from administrative dissolution, which occurs when the state dissolves an LLC for statutory noncompliance—such as failing to maintain a registered agent or respond to official state notices. Choosing voluntary dissolution allows owners to control the timing and process of closure, properly wind down the business, resolve outstanding obligations, and reduce the risk of future notices, penalties, or legal exposure.

Common situations where dissolving a New Mexico LLC is appropriate

1. Business inactivity: the LLC has ceased operations and does not plan to conduct business in New Mexico or elsewhere
2. Member-approved closure: the members have agreed to permanently close the LLC in accordance with the operating agreement or New Mexico law
3. Business restructuring: the LLC is merging, converting to another entity type, or transitioning to a different business structure
4. Inability to continue operations: loss of key licenses, contracts, funding, or overall business viability
5. Preventive closure: formally dissolving the LLC to avoid ongoing state correspondence, unresolved compliance issues, or future administrative complications

3. Things to Do Before Dissolving an LLC in New Mexico

Before dissolving an LLC in New Mexico, it is recommended to complete a few practical wind-down steps to ensure the business is closed cleanly and does not leave unresolved legal, tax, or administrative matters behind. While New Mexico does not require tax clearance, certificates of good standing, or proof of compliance before filing Articles of Dissolution (Domestic LLC), addressing outstanding obligations in advance can help reduce the risk of post-dissolution notices, penalties, or follow-up issues.

The steps below are recommended best practices rather than formal filing requirements under New Mexico law. Completing them before submitting dissolution documents helps ensure an orderly closure before the LLC is formally dissolved with the New Mexico Secretary of State (Business Services Division).

Pre-dissolution checklist (recommended best practices)

1. Review the operating agreement: confirm any member approval requirements, voting thresholds, or dissolution procedures outlined in the LLC’s operating agreement or, if none exists, those provided under New Mexico law
2. Approve and document the dissolution: obtain formal approval from members and record the decision in written resolutions or meeting minutes for legal, tax, and record-keeping purposes
3. Resolve outstanding debts and liabilities: pay or make reasonable provision for obligations owed to creditors, vendors, employees, contractors, and service providers before dissolution
4. Wind down business operations: complete or terminate open contracts, notify customers where appropriate, cancel subscriptions, and prepare to close business bank accounts and payment platforms
5. Review New Mexico tax registrations and obligations: determine whether the LLC has any active tax accounts with the New Mexico Taxation and Revenue Department (TRD)—such as gross receipts tax, employer withholding, or unemployment insurance—and ensure required filings and payments are completed or accounts are properly closed
6. Review federal tax filing requirements: confirm all required federal filings associated with the LLC’s EIN are up to date and determine whether any final federal income, employment, partnership, or information returns are required based on the LLC’s federal tax classification
7. Assess federal BOI reporting obligations (if applicable): determine whether a final Beneficial Ownership Information (BOI) update is required due to ownership or control changes. BOI reporting is a federal requirement and applies independently of New Mexico dissolution filings
8. Prepare and retain final records: organize financial records, tax filings, member approvals, and dissolution-related documents for future reference, verification, or audit purposes

These steps are recommended best practices and are not required by New Mexico before filing Articles of Dissolution (Domestic LLC). New Mexico requires only the filing of Articles of Dissolution to legally close a domestic LLC, but completing these steps helps reduce the risk of post-dissolution tax, legal, or administrative issues.

4. Step-by-Step: How to Close or Dissolve an LLC in New Mexico

Closing or dissolving an LLC in New Mexico is the legal process of formally ending the company’s existence with the New Mexico Secretary of State (Business Services Division). Simply stopping operations or allowing the LLC to remain inactive does not legally close the business. An LLC remains active in New Mexico records until Articles of Dissolution (Domestic LLC) are filed and accepted by the state.

Key point: New Mexico requires only one state filing to dissolve a domestic LLC—Articles of Dissolution. New Mexico does not require tax clearance, certificates of good standing, or proof of paid taxes before dissolution. However, completing recommended wind-down steps helps reduce the risk of post-dissolution notices or follow-up issues.

1. Approve the dissolution (legally required): obtain member approval as required by the LLC’s operating agreement or, if none exists, under New Mexico law. Document the approval in written resolutions or meeting records.
2. Complete wind-down activities (recommended): settle outstanding debts and liabilities, complete or terminate contracts, notify creditors or customers where appropriate, and formally cease business operations.
3. Review New Mexico tax registrations (recommended): determine whether the LLC has any active tax accounts with the New Mexico Taxation and Revenue Department (TRD)—such as gross receipts tax, employer withholding, or unemployment insurance—and complete required filings or properly close those accounts.
4. Review federal tax and reporting obligations (recommended): confirm all required federal filings associated with the LLC’s EIN are complete and determine whether any final income, employment, partnership, or information returns are required.
5. Prepare the Articles of Dissolution (legally required): complete the Articles of Dissolution (Domestic LLC), the official form used to terminate the LLC’s legal existence under New Mexico law.
6. File the Articles of Dissolution (legally required): submit the Articles of Dissolution online with the New Mexico Secretary of State (Business Services Division). There is no state filing fee to dissolve a domestic LLC in New Mexico. Online filings are typically processed the same day or within one business day.
7. Confirm dissolution status (recommended): retain proof of filing and verify that the LLC’s status shows “Dissolved” in New Mexico business records, confirming the company is no longer active.

5. DIY vs Professional LLC Dissolution Services

New Mexico LLC owners may dissolve their business either on their own or with professional assistance. New Mexico’s dissolution process is one of the simplest in the U.S.—many single-member or inactive LLCs with no outstanding debts or unresolved obligations can complete the process independently by filing Articles of Dissolution (Domestic LLC) online through the New Mexico Secretary of State (Business Services Division).

Professional dissolution support is optional under New Mexico law and is not required to legally close an LLC. Whether assistance is helpful depends on the LLC’s ownership structure, outstanding obligations, prior administrative issues, or the owner’s comfort handling post-dissolution compliance steps.

What typically increases the complexity of dissolving a New Mexico LLC?

1. Multiple members or unclear voting, approval, or dissolution provisions in the operating agreement
2. Outstanding debts, contracts, lawsuits, or unresolved creditor claims
3. Unresolved state or federal tax accounts, prior administrative dissolution, or incomplete wind-down activities

When professional dissolution support may be helpful

1. Reducing the risk of missed wind-down steps, unresolved obligations, or post-dissolution notices
2. Assistance reviewing New Mexico-specific filings, including Articles of Dissolution (Domestic LLC), and final compliance considerations
3. Added confidence that the LLC is properly dissolved and no longer subject to ongoing administrative correspondence

6. Filing Fees, Processing Time, and Approval Timeline

Understanding filing fees and processing timelines helps set clear expectations when closing or dissolving an LLC in New Mexico. New Mexico’s dissolution process is entirely online and is one of the simplest in the United States. Once the Articles of Dissolution (Domestic LLC) are submitted through the New Mexico Secretary of State (Business Services Division), the filing is typically processed quickly when complete and accurate.

New Mexico LLC dissolution filing fee

New Mexico does not charge a state filing fee to dissolve a domestic LLC. Filing Articles of Dissolution (Domestic LLC) through the New Mexico Secretary of State (Business Services Division) is completed online at no cost. New Mexico also does not require tax clearance, certificates of good standing, or prior approval from the New Mexico Taxation and Revenue Department (TRD) before dissolution.

Processing time

Articles of Dissolution filed online are typically processed immediately or the same business day once submitted. Because New Mexico uses an online-only filing system, there is no mailing delay, manual processing queue, or expedited filing option.

When dissolution becomes legally effective

A New Mexico LLC is officially dissolved once the New Mexico Secretary of State (Business Services Division) accepts and records the Articles of Dissolution (Domestic LLC). At that point, the LLC’s status in state records changes to “Dissolved”, and the company is no longer considered an active New Mexico business entity.

After approval: what to keep and verify

After dissolution is complete, retain copies of the submitted Articles of Dissolution and any online confirmation provided by the state. These records may be needed later for tax filings, banking closures, contract terminations, audits, or compliance verification.

If you prefer assistance with document preparation, filing review, or final compliance considerations, FormLLC can help ensure your New Mexico LLC dissolution is completed accurately and without unnecessary follow-up issues.

7. Final Tax Filings and Compliance Related to Dissolution

Although New Mexico does not require tax clearance or prior approval before an LLC can be dissolved, owners should complete any applicable final tax filings and properly close related tax accounts. Taking these steps helps reduce the risk of future notices, penalties, or enforcement actions after the LLC has been formally dissolved.

New Mexico state-level tax and closure steps

• Review active New Mexico tax registrations: determine whether the LLC has any open tax accounts with the state, such as Gross Receipts Tax (GRT), employer withholding tax, or unemployment insurance / workforce solutions, and confirm whether filings or payments are required through the date business activities ended.
• Resolve outstanding New Mexico tax obligations: identify and pay any unpaid state taxes—such as GRT, employer withholding, or unemployment insurance contributions—along with any applicable penalties or interest.
• File final New Mexico tax returns (if applicable): submit any required final state tax returns with the New Mexico Taxation and Revenue Department (TRD) and clearly mark them as final where appropriate. While tax clearance is not required for dissolution, state tax accounts should still be properly closed.
• Close New Mexico tax accounts: formally close or update any active state tax registrations—such as GRT, employer withholding, or unemployment insurance accounts—to prevent future filing or reporting obligations.
• Cancel state and local licenses or permits: terminate any New Mexico state or local business licenses, permits, or registrations associated with the LLC to avoid renewal notices, assessments, or unnecessary fees.

Federal tax and record-keeping considerations

• Complete final federal tax filings: file all required federal returns associated with the LLC’s EIN, including final income, partnership, S corporation, or employment tax filings, depending on the LLC’s federal tax classification.
• Retain dissolution and tax records: keep copies of final tax filings, confirmation of account closures, and the filed Articles of Dissolution (Domestic LLC) for future reference, verification, audits, or compliance inquiries.

8. What Happens If You Don’t Properly Dissolve an LLC in New Mexico?

Simply stopping business operations does not legally close an LLC in New Mexico. Until Articles of Dissolution (Domestic LLC) are filed with and accepted by the New Mexico Secretary of State (Business Services Division), the LLC continues to exist as a legal entity in New Mexico’s business records— even if the company is inactive or no longer operating.

Failing to complete a voluntary dissolution can expose owners to ongoing legal, financial, and administrative risk. This is different from administrative dissolution, which occurs when the state dissolves an LLC for statutory noncompliance (such as failing to maintain a registered agent or meet other state requirements). Administrative dissolution is a state enforcement action and does not properly close the business or eliminate existing debts, contracts, or tax obligations.

Common consequences of not properly dissolving a New Mexico LLC

• Continued legal existence: Without filed Articles of Dissolution, the LLC remains listed as active in New Mexico Secretary of State (Business Services Division) records.
• Ongoing tax and registration obligations: The LLC may remain responsible for ongoing New Mexico tax filings, business registration renewals, or account maintenance with the New Mexico Taxation and Revenue Department (TRD) until the entity is properly dissolved and accounts are closed.
• Ongoing state correspondence: Inactive LLCs may continue to receive notices, reminders, or enforcement communications from New Mexico agencies.
• Unresolved liabilities: Administrative dissolution does not eliminate responsibility for unpaid debts, contracts, or state and federal tax obligations.
• Member and financial exposure: Incomplete wind-down activities or unresolved claims can create ongoing legal or financial risk for LLC members.
• Future filing complications: Improperly closed LLCs may face delays or added requirements when reinstating, dissolving at a later date, or forming new businesses in New Mexico.

9. Closing a Foreign LLC Registered in New Mexico

What is a foreign LLC?

A foreign LLC is a limited liability company that was formed in another U.S. state or jurisdiction but is registered to conduct business in New Mexico. If a foreign LLC no longer conducts business or has permanently ceased operations in New Mexico, it must formally withdraw its registration to end its legal authority to transact business in the state.

Withdrawal vs. dissolution

New Mexico does not recognize a “foreign LLC dissolution.” Instead, a foreign LLC must file for withdrawal to terminate its authority to conduct business in the state. Withdrawal does not dissolve the LLC in its home state—it only ends the company’s legal presence in New Mexico.

To withdraw, the LLC must file an Application for Withdrawal (Foreign LLC) with the New Mexico Secretary of State (Business Services Division). Any dissolution or permanent closure of the LLC itself must be completed separately under the laws of the state or jurisdiction where the LLC was originally formed.

Common requirements to withdraw a foreign LLC from New Mexico

• File an Application for Withdrawal (Foreign LLC) with the New Mexico Secretary of State (Business Services Division)
• Pay the applicable New Mexico state filing fee for foreign LLC withdrawal, as set by the New Mexico Secretary of State (Business Services Division) at the time of filing
• Resolve any outstanding New Mexico tax obligations, if applicable, such as Gross Receipts Tax (GRT), employer withholding tax, or unemployment insurance / workforce solutions, through the New Mexico Taxation and Revenue Department (TRD)
• Confirm the LLC’s status in its home state remains active, withdrawn, or properly dissolved, as required by that jurisdiction

After withdrawal is approved

• The foreign LLC is no longer authorized to conduct business in New Mexico
• Registration with the New Mexico Secretary of State (Business Services Division) ends, and the LLC is removed from New Mexico’s active business records
• Proof of withdrawal should be retained for tax records, banking matters, audits, and future business registrations

10. Conclusion

Closing or dissolving an LLC in New Mexico is a formal legal action that permanently ends the business’s existence under state law. Simply stopping operations is not enough—an LLC remains active in New Mexico records until Articles of Dissolution (Domestic LLC) are filed with and accepted by the New Mexico Secretary of State (Business Services Division).

By completing recommended wind-down steps, addressing any remaining tax obligations, and filing Articles of Dissolution, LLC owners can close their businesses with confidence and reduce the risk of future notices or follow-up issues. New Mexico’s no-fee, online dissolution process and typically fast processing make voluntary dissolution straightforward when handled correctly. If you prefer guided assistance, FormLLC can help ensure your New Mexico LLC is dissolved accurately and without unnecessary delays.