How to Dissolve an LLC in New Mexico

What Dissolving a New Mexico LLC Means

New Mexico law separates the dissolution event from the work of winding up. Under NMSA 1978 § 53-19-39, after dissolution the LLC stops carrying on ordinary business except as needed to wind up, but its legal existence continues until its affairs are wound up.

The usual voluntary path is therefore: authorize dissolution under the governing documents and § 53-19-39, wind up the company, and file the required Articles of Dissolution with the Secretary of State under § 53-19-41.

Before You File: Approve the Dissolution

Start with the articles of organization and operating agreement. They may specify an event or a different approval rule. If they do not, § 53-19-39(A)(2) provides the default: written consent of members having a majority share of the voting power of all members.

Wind Up the New Mexico LLC

After dissolution, the people authorized under § 53-19-42 may wind up the LLC. That work can include collecting assets, settling obligations and claims, disposing of property, completing necessary transactions, and taking other steps reasonably required to close the business.

Do not treat the Articles of Dissolution as permission to skip winding up. The LLC continues for winding-up purposes until its affairs are properly concluded.

Pay Creditors and Handle Liabilities Before Member Distributions

Before distributing the remaining value to members, provide for the LLC's debts, obligations and liabilities. New Mexico also provides optional statutory claim procedures for dissolved LLCs. Written notice to known claimants can use the § 53-19-45 process, and § 53-19-46 permits publication for other claims.

File New Mexico Articles of Dissolution

Section 53-19-41 requires Articles of Dissolution to state the LLC name, the relevant organizational filing dates, the dissolution event, any delayed effective date, and the name and address of each person authorized to wind up. The filing also addresses whether the LLC is serving as registered agent for another New Mexico entity and whether a court is supervising the winding up.

The current fee is $25 under § 53-19-63(D). The New Mexico Secretary of State says all business filings have moved online and paper business applications are no longer accepted. File through the SOS Enterprise portal.

Close New Mexico Tax and Employer Accounts Separately

The Secretary of State dissolution filing does not automatically close the LLC's New Mexico Taxation and Revenue Department accounts. TRD says tax filings must be up to date before closing a business. File every required reporting period through the closing date, even when no gross receipts or tax are due, and then close the Business Tax Identification Number through TAP or by filing Form ACD-31015.

TRD's separate Corporate Certificate of No Tax Due language applies to corporations dissolving or withdrawing. The ordinary domestic LLC Articles of Dissolution requirements do not identify that corporate certificate as an LLC filing prerequisite. An LLC that elected corporate tax treatment still needs to satisfy the tax-return requirements that apply to its actual classification.

If the LLC had New Mexico employees, complete final wage/UI reporting and request closure or suspension of the unemployment insurance tax account through the New Mexico Department of Workforce Solutions as applicable. DWS recognizes employer-requested account termination and provides online account maintenance through its UI Tax & Claims system.

What Happens After the Articles of Dissolution Are Filed

Keep the SOS acceptance, written member consent, creditor records, final tax filings, account-closure confirmations and final accounting records with the LLC's permanent files. Filing with the Secretary of State does not by itself cancel local licenses, professional permits, bank accounts, contracts, insurance or the federal EIN account.

Close the Remaining Business Accounts

• New Mexico TRD: file every required return through the closing date and close the BTIN in TAP or with ACD-31015.
• New Mexico unemployment: complete final wage/UI obligations and request account closure or suspension if the LLC had employees.
• Licenses and permits: cancel state, county, municipal, professional and industry registrations separately.
• EIN: close the IRS business account after required federal returns are filed.

Common New Mexico LLC Dissolution Mistakes

• Assuming unanimous consent is the statutory default when New Mexico uses majority voting power unless governing documents provide otherwise.
• Stopping business activity without formally documenting a dissolution event and completing winding up.
• Trying to mail a paper business filing even though the Secretary of State now requires online business filings.
• Distributing assets before debts, liabilities and claims are paid or reasonably provided for.
• Assuming the SOS filing automatically closes TRD, unemployment, license, permit or federal accounts.
• Applying the corporation-only Certificate of No Tax Due language to an ordinary LLC dissolution without checking the LLC's actual tax classification.

About the Author

Ahmad Adil

Ahmad Adil is the founder and CEO of LLC School. Use the official filing and tax-account sources linked in this guide for your LLC’s closeout. Requirements depend on the entity’s status and circumstances.

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