New Mexico LLC filing: every fee from the statute, none from the dead bill

Every figure on this page comes from Section 53-19-63 of the New Mexico Limited Liability Company Act or from the Secretary of State’s own filing system. That sourcing note carries more weight here than on any other state’s filing page, because the most widely republished New Mexico filing fact of 2026, the new triennial report with its $200 late penalty, comes from a bill that died in a House committee in February 2023. Compliance platforms are citing that dead bill’s fiscal impact report as proof of enactment. This page cites the session laws, which show no session law.

The most republished New Mexico filing requirement of 2026 does not exist. It comes from a bill that died in committee.

The report that does not exist

House Bill 281 of 2023 would have enacted the Revised Uniform LLC Act and, with it, a triennial report at $20 with a $200 civil penalty for missing it, followed by cancellation of the company’s certificate. The bill received one favorable committee report and was then postponed indefinitely, which in Santa Fe is where bills go to die. It never reached a floor vote. New Mexico has now failed to pass the uniform act three times, in 2015, 2017, and 2023; the full story and its consequences for creditors are on the protection page.

What remains true is the fact that built New Mexico’s filing reputation: a domestic New Mexico LLC files nothing after formation. No annual report, no biennial report, no triennial report, no franchise fee. Nothing in Article 19 requires a recurring filing, and the only administrative path to losing your company, covered below, has nothing to do with reports. If a future legislature passes a version of the uniform act, a report requirement will likely arrive with it; the way to check is the legislature’s bill finder and the history line under Section 53-19-35, which still reads Laws 1993. Until that changes, anyone charging you to prepare a New Mexico LLC triennial report is preparing a filing the state cannot accept.

A domestic New Mexico LLC files nothing after formation. Anyone preparing your triennial report is preparing a document the state cannot accept.

The fee schedule, from the statute

Section 53-19-63 sets every fee. Formation, meaning the articles of organization with the certificate issued, is $50. Amended or restated articles are $50. Articles of merger, conversion, or consolidation are $100. Articles of dissolution, or revocation of dissolution, are $25. A certificate of good standing or any other certificate is $25. Reserving a name is $20, as is transferring the reservation. A change of registered office or agent is $20. On the foreign side, registration is $100, an amendment to the registration is $50, and cancellation is $25.

Fifty dollars, once. The five-year cost of a New Mexico LLC in state fees is the same as the five-day cost.

Run the arithmetic that filing pages usually avoid. Over five years, a New Mexico LLC pays the state $50, total, all of it in week one. The same five years cost roughly $925 in North Carolina ($125 to form, then $200 every April from the year after formation), about $1,610 in Delaware once the franchise tax runs, and around $4,000 in California before the gross-receipts fee. Even Montana, the cheapest formation in the country at $35, charges an annual report fee that New Mexico never does. The recurring cost that does exist is private, not public: the registered agent Section 53-19-5 requires. Commercial agents in New Mexico price from roughly $35 to $125 per year, market rates rather than statutory ones, and for out-of-state owners that agent fee is the entire carrying cost of the company.

Filing is online only

Since December 2024, the Secretary of State accepts business filings only through its online Enterprise portal; paper filing is no longer available for any entity type. The $50 fee is unchanged, and processing typically runs one to three business days. Expedited processing is advertised by some filing services but is not confirmed against the Secretary of State’s own current offerings; if timing matters, confirm directly with the Business Services Division before paying anyone for speed. Note one practical consequence of online-only filing: the portal account that forms the company becomes part of your operational reality, so decide deliberately who holds it, because that login is where every future filing, amendment, and dissolution happens.

Foreign qualification, both directions

An out-of-state LLC transacting business in New Mexico must register before it can maintain a lawsuit in New Mexico courts, under Section 53-19-53. Registration costs $100 and, unlike domestic formation, requires disclosing the identity of the persons managing the company, a disclosure asymmetry the structure page examines. Skipping registration has teeth: liability for all the fees that would have been due, plus a civil penalty of up to $200 for each year of unregistered business, recoverable by the attorney general, plus an injunction against doing further business until it is all paid. The failure does not void the company’s contracts and does not make members personally liable, but it locks the courthouse door until cured.

Transact business in New Mexico without registering and the courthouse door locks from the inside until you pay your way out.

The exemption that matters most: under Section 53-19-54, owning property without more is not transacting business, which is what keeps the passive holding structure, in either direction across the state line, outside the registration requirement. The full doctrine of when a company crosses that line is in the nexus guide.

The only way to lose your company

With no reports to miss, New Mexico’s administrative death penalty has exactly one trigger. Under Section 53-19-66.1, the Secretary of State may revoke a company that goes thirty days without a registered agent, or thirty days without filing the change statement after its agent or office changes. That is the complete list. The cheap commercial registered agent is therefore not a convenience purchase; it is the single thread the company’s existence hangs on. Reinstatement after revocation is available under Section 53-19-66.2 for two years, on a showing that the grounds are cured, and it relates back as if the revocation never happened. Miss the two-year window and the company is gone for good.

New Mexico cannot revoke you for skipping a report that does not exist. It can and will revoke you thirty days after your registered agent lapses.

Dissolving cleanly

Winding up on purpose costs $25 for articles of dissolution. The act provides a claims-cutoff process worth using for any company that operated: written notice to known creditors bars claims not presented by a stated deadline of at least 120 days, and a single published notice starts a three-year bar against unknown claims, after which members’ exposure to late claims is capped at what they received in the winding up. For a shelf company that never operated, the $25 filing is the whole exercise. For anything that signed contracts, the notice procedures are cheap insurance, and the broader sequence is in the dissolution guide.

What changes if the uniform act ever passes

Three failed attempts mean a fourth is plausible, so the forward map belongs on this page too. The dead 2023 bill would have set formation at $50, unchanged, added the $20 triennial report with the $200 penalty, and moved administration to a report-based cancellation system with its own two-year reinstatement window. Expect any future version to look similar. Existing LLCs would likely remain under the 1993 act until electing into the new one, as the dead bill provided, but verify that against whatever actually passes. This page’s figures carry the date below precisely so that a reader can tell whether the world has moved since it was written.

The bottom line

Forming a New Mexico LLC costs $50 under Section 53-19-63, filed online only through the Secretary of State’s portal. There is no recurring report of any kind for domestic LLCs; the triennial requirement circulating on compliance sites is from a 2023 bill that died in committee. Five years of state fees total $50, against roughly $925 in North Carolina and $1,610 in Delaware. Foreign LLCs pay $100 to register, disclose their management, and risk $200 per year plus a locked courthouse if they skip it. The only administrative way to lose the company is thirty days without a registered agent, with a two-year reinstatement window after revocation. Dissolution is $25, and the claims-cutoff procedures are worth the postage for any company that ever operated.

What this page does not cover

What a creditor can reach, and the full story of the recodification that never happened, are on the protection page. The statute’s governance defaults, including the majority-amendment rule, are on the governance page. The privacy architecture and the cost of holding property through the entity are on the structure and cost page.

Last verified July 2026.