Articles of Organization

In any New Mexico LLC formation, articles of organization must be signed by at least two persons organizing the LLC and delivered, along with a copy, to the New York Secretary of State, Corporations Division for filing. State law requires that certain information be included in the articles of organization of your New Mexico LLC formation. This information must include:

  • The LLC name
  • The street address of the initial registered office and the name of the initial registered agent at that address
  • The street address of the limited liability company’s current principal place of business, if different from the address of its registered office
  • The duration of the LLC if other than perpetual
  • A statement as to whether the LLC will be manager-managed
  • A statement as to whether the LLC may carry on its business and affairs as a single member LLC
  • A statement of the person appointed registered agent accepting appointment as the registered agent
  • Any other provisions, not inconsistent with law, for the regulation of the internal affairs of the LLC


Your LLC is considered organized once the original articles of organization and oneexact or conformed copy is delivered to the Corporations Division of the Secretary of State by one or more persons.

Unless otherwise specified, the record must be signed in the name of the LLC by:

  • A manager, if the LLC is manager-managed
  • By a member, if the LLC is member-managed
  • By a person forming the LLC if it has not been formed; or
  • By a receiver, trustee or court-appointed fiduciary if the LLC is in the hands of a receiver, trustee or fiduciary. The record must also state the name and title (capacity) of the signer

A certificate of organization will be issued and delivered along with the conformed copy to the representative of the LLC. The original articles of organization will in turn be filed with the Secretary of State along with the month, day and year of filing.

Additionally, a New Mexico LLC formation generally requires inclusion and/or considering of the following:

Operating Agreement

Although not required, LLC members may adopt an operating agreement to regulate the internal affairs of the company, including the management of the LLC, which may also be amended and repealed as allowed by the agreement or applicable law.


A LLC must have at least one or more members. Requirements:

  • Minimum Number of Members: One or more
  • Procedure for Membership: The member may acquire an interest in the LLC

Resignation of Membership

Certain prohibitions exist surrounding the ability of a member to resign from the company.

  • A member may not resign from a limited liability company except in accordance with the operating agreement
  • If the resignation or withdrawal of a member violates the operating agreement:
    • The amount payable to the member who has resigned or withdrawn is the fair market value of his interest reduced by the amount of all damages sustained by the company or its other members as a result of the violation; and
    • The company may defer the payment for so long as necessary to prevent unreasonable hardship to the company
  • A member who resigns or withdraws ceases to be a member, has no voting rights and has no right to participate in the management of the company, even if under this section a payment due him from the company is deferred


The contributions of a member to the LLC may consist of cash, property or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services.