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New Mexico LLC Dissolution

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How to Dissolve Your New Mexico LLC

If you have an LLC in the state of New Mexico that you wish to dissolve, you will need to file Articles of Dissolution with both the Secretary of State’s office and the Public Regulation Commission. Once you have decided on dissolution for your LLC, it is smart practice to complete the necessary steps in a quick and efficient manner, so that you avoid penalty, tax liabilities, or any other unwanted burdens associated with maintaining an active entity with the state.

Before Dissolving Your New Mexico LLC

Before officially dissolving, it is important that the members of your LLC hold a vote to decide the matter. If your members reach a resolution to dissolve the LLC, be sure to record the notes from the vote and meeting. If you are the sole member of the LLC, then you can simply start the dissolution process on your own.

Once you have decided on dissolution, be sure to notify any creditors of your LLC. This should include notification of the pending dissolution, along with a mailing address for submitting claims. While the state of New Mexico does not require LLCs to publish a Notice of Dissolution, it can prove to be an important legal step should any claims be made against your dissolved LLC in the future.

Closing Your New Mexico LLC’s Tax Accounts

An important step in the dissolution process is closing your LLC’s tax accounts. It is possible that your LLC has multiple tax accounts handled by multiple state government departments. This is important because before you can dissolve your LLC, you must pay off any and all taxes or fines owed by any of your tax accounts. In other words, you cannot have any balance remaining in these accounts.

Here are a few common examples of taxes that your LLC might have:

  • If your LLC has employees or previously had employees in New Mexico, then you will want to be aware of Unemployment Insurance Tax and Employee Withholding Tax.
  • If your LLC sells goods or services in New Mexico, then you will want to be aware of the Gross Receipts Tax.

When it comes to closing these tax account, the process typically involves filing a final return to each respective agency. While this is the typical process, it is possible that certain accounts require further action, such as submitting an official form. If you are uncertain whether or not you have closed your tax accounts correctly, consider seeking the assistance of a tax or legal expert to complete the process for you.

Filing Articles of Dissolution

The official act of dissolving your LLC comes with filing Articles of Dissolution with the New Mexico Secretary of State. There is a $50 filing fee associated with these articles. The normal processing time for these articles is typically 10-15 business days. However, if you require expedited filing, there are two options available:

Same-day processing = additional $300 fee.
Two-day processing = additional $200 fee.

An important distinction to be aware of in New Mexico is that generally you can dissolve your LLC without tax clearance from the Tax and Revenue Department. A tax or legal expert can inform you as to whether any of your LLC tax accounts require further action to achieve a complete and accurate dissolution.