How to Dissolve an LLC in New Mexico: $25 Articles, Online

How to dissolve an LLC in New Mexico: the steps

The member vote, winding up and federal return work the same way everywhere and are covered in how to dissolve an LLC. In New Mexico the state filing is short and online, while the work that takes time is keeping every Taxation and Revenue Department (TRD) return current up to the day you close.

• Record the decision to dissolve under the operating agreement.
• Bring every New Mexico tax filing up to date. TRD wants a return for every reporting period up to the closing date, even with no gross receipts and no tax due (TRD).
• Resign as registered agent for any entity registered in New Mexico that the LLC represents. The articles must confirm it has done so.
• Decide who will wind up the business. Only the people named in the articles can act for the LLC once they are filed.
• File Articles of Dissolution online with the Secretary of State and pay $25 (NMSA 53-19-63).
• Close the Business Tax Identification Number (BTIN) in TAP with the date you stopped doing business.
• File the final federal return and close the EIN account by letter (IRS).

Source: New Mexico Taxation and Revenue Department: Close My Business

Filing New Mexico Articles of Dissolution online

The Secretary of State moved all business filings online and no longer accepts paper filings for any business application; you create or log in to an account at enterprise.sos.nm.gov and find the forms under the Forms tab (Secretary of State). The filing fee for an LLC's articles of dissolution, or for revoking them, is $25 under NMSA 53-19-63 (statute). The Secretary of State does not post a public fee schedule; its filing help says fees vary by entity type and are shown in the description of each online form (Business Online Filing Help), so check the amount on the form before you pay.

New Mexico's articles ask for more than most states. Under NMSA 53-19-41 they state the LLC's name, the filing dates of its articles of organization and amendments, the event causing the dissolution, an effective date if it is not on filing, the name and address of each person with authority to wind up, confirmation that the LLC is not a registered agent for any entity in New Mexico, and whether a court is supervising the winding up (NMSA 53-19-41).

This guide is general information, not legal or tax advice. Fees and forms change: confirm them with the agency before you file, and ask an attorney or accountant about your situation.

Source: New Mexico Secretary of State: Business Services

New Mexico taxes: closing the TRD account

TRD's closing instructions are specific. Tax filings must be current before you close, and you submit a paper return or e-file in TAP for every reporting period up to the closing date for the BTIN. To close, log in to TAP, choose "more account options" under the BTIN, select "close account" and set the effective date; Form ACD-31015 is the paper alternative (TRD).

If you want proof that nothing is owed, TRD will issue a Letter of Good Standing on request. If someone buys the business, the buyer can file Form ACD-31096, Tax Clearance Request, to get a Certificate of No Tax Due and confirm it is not taking on the seller's tax debts.

• New Mexico gross receipts tax: keep filing through the last period, even at zero.
• Proof: a Letter of Good Standing for you, or Form ACD-31096 for a buyer who wants a Certificate of No Tax Due.
• Liquor licenses: a transfer or sale needs a separate TRD clearance letter.

Source: New Mexico Taxation and Revenue Department: Close My Business

Dissolving a New Mexico corporation takes two filings

A domestic profit corporation first files a statement of intent to dissolve under NMSA 53-16-4, then, once debts are paid and assets distributed, articles of dissolution under NMSA 53-16-11 and 53-16-12 (12.3.2 NMAC). Each filing costs $50 (NMSA 53-2-1).

Before it files the articles, the Secretary of State must find that the corporation has complied with the Tax Administration Act and paid all contributions due under the Unemployment Compensation Law (NMSA 53-16-12). TRD says a dissolving or withdrawing corporation must request a Corporate Certificate of No Tax Due, and the corporation also files a final corporate income tax return when its annual return is due (TRD). For the federal corporate steps, see how to dissolve a corporation.

Source: NMSA 53-16-12: filing corporate articles of dissolution (Justia)

Administrative revocation and reinstatement in New Mexico

New Mexico can administratively revoke a domestic LLC by issuing a certificate of revocation (12.3.4 NMAC). The statutory grounds are narrow: failing for 30 days to appoint and maintain a registered agent, or failing for 30 days to file a statement of a changed registered office or agent (NMSA 53-19-66.1).

A revoked LLC may apply for reinstatement within two years of the revocation's effective date, and a reinstatement relates back as if the revocation never happened (NMSA 53-19-66.2). Revocation is not a way to close: it leaves the company's tax accounts and obligations where they were. File the articles instead.

Source: NMSA 53-19-66.1: administrative revocation of an LLC (Justia)

Foreign LLCs registered in New Mexico

An LLC formed in another state cancels its New Mexico registration with an application for cancellation, for which the Secretary of State issues a certificate of cancellation; the fee is $25 (NMSA 53-19-63). Like every other business filing, it goes through the online portal.

Close its New Mexico BTIN in TAP as well, and file the home-state dissolution separately.

Source: NMSA 53-19-63: LLC filing fees (Justia, 2025)

Records to keep after closing in New Mexico

Keep the filed New Mexico articles, the TAP confirmation that the BTIN is closed, any Letter of Good Standing and the final federal returns. The IRS sets at least 4 years for employment tax records and 3 years for most income tax records (IRS).

Download the working records too. Billing, CRM, project and support systems are usually rented by the month, and the data goes when the account closes. Our guide to export company records before closing covers the common systems, and what to do with business records after closing explains how long to keep what.

Source: IRS: How long should I keep records?

Your New Mexico company's records may be worth licensing

Years of tickets, field notes, inspection reports, email and code from a real business are the kind of material AI developers license to train and evaluate their systems. Value depends on how much there is, how complete it is and whether you hold the rights to share it once personal details are removed. Our guide to selling company data after closing walks through it, and the closing a business checklist covers the rest of the shutdown. A free estimate asks about the business, not for files.

Closing the company? Before you cancel software or delete files, find out whether its records are worth licensing: years of tickets, work orders, email and code can be. Get a free estimate of what your records could be worth.