How to Dissolve an LLC in New Mexico

To dissolve an LLC in New Mexico, authorize the dissolution, file Articles of Dissolution through the Secretary of State's online system and complete the company's winding-up and tax work. Ending a registered agent subscription or abandoning a bank account does not perform those steps.

The statutory Articles of Dissolution fee is $25. That is the state filing fee, not the total cost of settling debts, preparing final returns or purchasing professional assistance. New Mexico statute, section 53-19-63, reproduced by Justia.

Checked 7 October 2026. This guide covers an ordinary LLC formed in New Mexico and a voluntary, undisputed closure.

Before you dissolve an LLC in New Mexico

Confirm the company's formation jurisdiction. An LLC formed in another state and only registered in New Mexico uses a different process to cancel that registration. It should not automatically submit domestic Articles of Dissolution.

Gather the formation record, amendments, operating agreement, ownership approvals and financial records. Identify contracts, debts, customers awaiting work or refunds, and registrations in other states.

If the members disagree or the company cannot meet its liabilities, obtain legal advice before making distributions or taking irreversible steps. A basic filing does not resolve a dispute or remove creditor rights.

Use the current online filing system

New Mexico's Secretary of State states that business filings are now online and that paper filings are no longer accepted. Use the official business-services page to reach the Enterprise portal.

Older guides may tell you to mail a paper form and check. Do not use those mailing instructions as the current filing route. Log in and use the appropriate LLC dissolution service, following the current access and form instructions.

The portal's final payment screen is the place to check any transaction charge or optional service beyond the statutory fee. Do not assume an old form's printed amount describes every possible checkout cost.

Step 1: record the dissolution decision

Follow the company's governing documents and New Mexico law. Keep the approval in writing, including the date and the person authorized to manage winding up. If the LLC has several members, confirm the required consent rather than assuming one member's request is enough.

A single-member founder should also record the decision. Clear records help an accountant distinguish when trading stopped, when dissolution was authorized and when remaining assets were distributed.

Step 2: prepare the information for the articles

The statutory requirements include the company name, formation and amendment dates, dissolution event, any delayed effective date and the people authorized to wind up the business. They also address court supervision and whether the LLC serves as a registered agent for another entity. Section 53-19-41, reproduced by Justia.

That last point is easy to misunderstand. The question about the LLC acting as someone else's registered agent is different from the LLC having its own registered agent. Read the wording before answering.

Check names and dates against the government record. Do not enter the first date you sold a product where the form asks when the Articles of Organization were filed.

Step 3: submit and save the accepted filing

Review the completed application and the signer's authority. Submit through the current online service and save the receipt. Monitor the account for questions or a correction request.

When accepted, download the filed document and record its effective date. Keep this separately from a provider invoice or order confirmation. A payment for assistance does not itself prove the state accepted the articles.

Avoid promising a fixed approval time based on an old article. Processing depends on the current system, workload and whether the application needs correction.

Step 4: complete winding up

Filing Articles of Dissolution is part of the closure process, not evidence that every financial task has finished. The people authorized to wind up should complete the remaining affairs and document the outcome.

A practical worklist includes:

• Collecting outstanding customer payments and resolving refunds.
• Completing or ending contracts under their terms.
• Paying or properly addressing creditors and known claims.
• Handling employee or contractor obligations where applicable.
• Recording the sale or distribution of company assets.
• Closing subscriptions and accounts at an appropriate stage.

Coordinate distributions with the company's legal and tax obligations. Do not transfer the entire balance to yourself before considering remaining bills and claims. Keep a record of what each transfer represents.

Step 5: close applicable New Mexico tax accounts

If the company has a New Mexico Business Tax Identification Number and active tax accounts, review the Taxation and Revenue Department's separate closure procedure. The department explains that required returns must be filed through the closing date, including zero returns where applicable. It provides an account-closure route through Taxpayer Access Point. New Mexico tax-account closure guidance.

Do not assume the Secretary of State filing automatically closes the tax account. Likewise, closing a tax account does not substitute for Articles of Dissolution.

The tax department's page also discusses corporate tax-clearance requirements. Do not apply a corporation-specific instruction blindly to every LLC. Confirm the requirements for the entity's tax classification and accounts.

Step 6: finish federal reporting

The LLC's federal tax classification determines the relevant final-return work. Employees, contractor payments and asset transactions can create additional tasks. The IRS closing-a-business checklist explains these separate responsibilities.

A foreign-owned US disregarded entity should specifically review its final-period information reporting. Owner contributions or distributions can be relevant to Form 5472 even where there were no customer sales. IRS Form 5472 instructions.

An EIN is permanent. The IRS can close the associated business account after the required steps; it does not delete the historical EIN or eliminate outstanding returns.

Keep a closure file

Store the member approval, accepted articles, final accounts, tax filings, receipts and correspondence securely. Preserve access for the appropriate record-retention periods instead of deleting everything when the website closes.

If the LLC was registered in other states, review withdrawal there as well. Assign someone to monitor final notices, refunds and claims while the remaining work is completed.

For an overseas owner, a simple closure tracker is useful: state filing accepted, creditors addressed, tax accounts reviewed, federal work completed and remaining registrations resolved. Mark each item with evidence and a date.

Discuss the assistance you need

Contact PrimeRegister with the formation year, current state status and whether the company has operated or registered elsewhere. We can confirm available assistance and its scope.

Ask for the state filing, final tax work and private service fees to be shown separately. This makes a small government filing fee easier to understand within the full closure process.