How to Dissolve an LLC in New Mexico (2026)

Published by Jon Morgan | Co-Founder & Chief Editor

Last updated: September 2, 2026

FACT CHECKED by Jon Tobin, Business Attorney

Methodology
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To dissolve an LLC in New Mexico, file Articles of Dissolution with the Secretary of State. The fee is $25. Every filing goes through the state's online SOS Enterprise portal, since New Mexico no longer accepts paper business filings.

This guide covers voluntary dissolution of a domestic LLC. That means one formed in New Mexico and closing down by member choice. A foreign LLC works differently. It withdraws using a different form, covered in the FAQ below.

Quick Summary

• File every final return and close your tax accounts with Taxation and Revenue before you dissolve. Skipping this step leaves old liabilities attached to you.
• Notify every creditor in writing once you file. Waiting to send notice keeps your claim window open longer than it needs to be.
• Keep the stamped Articles of Dissolution once the state returns it. Banks and buyers will ask to see it long after you close.

New Mexico LLC Dissolution Quick Reference

New Mexico has its own process to dissolve an LLC. It runs entirely through the Secretary of State's Business Services Division. The table below covers the form, fee and how to reach the office.

How to dissolve an LLC in New Mexico: 6 steps

Step 1: Vote to dissolve

Check what your operating agreement says about the dissolution vote first. Some agreements set their own threshold. If yours stays silent, New Mexico's fallback rule kicks in. Members holding a majority share of the voting power must give written consent [1].

Record the vote in writing, whether that's meeting minutes or a signed consent. Name who has authority to wind up the company's business and affairs while you're at it. That name goes on the Articles of Dissolution itself.

Step 2: Notify creditors

Send written notice to every creditor you know about once you've filed. You set the claim deadline yourself, but it can't be less than 120 days out [2]. The notice must also say claims are barred after that date.

For creditors you don't know about, publish a notice in a newspaper instead. That starts a three-year clock, and unpublished or late claims are barred for good once it runs out [3].

Step 3: File final tax returns and check for tax clearance

File every unfiled return with the Taxation and Revenue Department before you close. Do this even for a period with no gross receipts to report.

Then close your Business Tax Identification Number before you file the Articles of Dissolution, either through your TAP account or by mailing form ACD-31015.

New Mexico doesn't require LLCs to get a tax clearance certificate before dissolving. That requirement applies only to corporations that dissolve in the state.

Step 4: File the Articles of Dissolution with the New Mexico Secretary of State

File Articles of Dissolution through SOS Enterprise, the state's online filing system. Log in and find the form under the Forms tab. The filing fee is $25, paid by card or electronic check.

New Mexico doesn't offer a rush or expedited filing tier. The agency doesn't publish how long a standard dissolution filing takes.

Skip the notary too. The form only needs the signature of whoever the members named to wind up the company.

New Mexico offers just one dissolution procedure for domestic LLCs. There's no shortened version for smaller companies or those with no unpaid debts.

Step 5: Distribute remaining assets

New Mexico law sets a strict order for winding up. Pay off creditors first, including any member the LLC owes money to.

Next comes anything owed to members or former members for distributions or a withdrawal. Whatever is left goes to members based on their share of capital contributions [4].

Get a real number for what your assets are worth before you split anything. A professional appraiser earns their fee here. This matters most for real estate or equipment a member wants to keep instead of sell.

Step 6: Close accounts and cancel licenses and permits

Close every business bank account, credit line and merchant account. Do this once your stamped Articles of Dissolution comes back. Anything left open keeps costing you fees and paperwork you don't need anymore.

Cancel your registered agent service in New Mexico too, since a dissolved LLC doesn't need one anymore. Then check every city and county license or permit tied to the business.

Confirm any contract's termination terms before you close the business out. A term you miss now can keep costing you even after the LLC is gone.

What happens if you don't formally dissolve your New Mexico LLC

Skip formal dissolution and your registered-agent obligation doesn't go away. New Mexico can revoke an LLC that goes 30 days without a registered agent. The same rule applies if you miss the 30-day window to report a change of agent [5].

Administrative revocation doesn't cancel what the LLC already owes. Debts and obligations from before the revocation stay unpaid. If you're closing this LLC to start fresh, see how to form an LLC in New Mexico. It covers the setup steps.

FAQs

References:

1. https://codes.findlaw.com/nm/chapter-53-corporations/nm-st-sect-53-19-39/
2. https://codes.findlaw.com/nm/chapter-53-corporations/nm-st-sect-53-19-45/
3. https://codes.findlaw.com/nm/chapter-53-corporations/nm-st-sect-53-19-46/
4. https://codes.findlaw.com/nm/chapter-53-corporations/nm-st-sect-53-19-44/
5. https://codes.findlaw.com/nm/chapter-53-corporations/nm-st-sect-53-19-66-1/