New Mexico LLC Annual Report: There Is None, and No Annual Fee Either
New Mexico LLCs file no annual report and no biennial report, and pay no annual fee. That conclusion rests on the structure of the law itself: the Limited Liability Company Act contains no report provision and no report fee, and the Corporate Reports Act imposes its report on corporations only. The standing risk that replaces a report deadline is administrative revocation, and it has exactly two grounds, both about the registered agent.
The report that does not exist, in one table
| Item | New Mexico rule |
|---|---|
| Annual or biennial report | None. The Limited Liability Company Act, Sections 53-19-1 to 53-19-74 NMSA 1978, contains no report requirement, and Section 53-19-63, the Act's complete fee schedule, contains no report fee. |
| Annual fee | None. No yearly charge of any kind appears in Section 53-19-63. |
| Why corporation guides do not apply | New Mexico's report statute is the Corporate Reports Act, Sections 53-5-1 to 53-5-10, and Section 53-5-2(A) imposes its biennial corporate report only on a domestic or foreign corporation. Limited liability companies are not within it. A page that gives your LLC a corporate report deadline or fee is applying the wrong statute. |
| Consequence of the absence | There is no administrative dissolution for failure to file a report, because there is no report to fail to file. The Act's standing sanction is administrative revocation under Section 53-19-66.1, on agent grounds only, below. |
| Event driven filings that remain | A statement of change of registered office or agent for $20, an agent's own address change statement for $20, and amended or restated articles for $50, each only when the underlying change happens. |
State the basis plainly, because it matters for how much to trust the answer: no single official sentence says that LLCs file no annual report. The conclusion is structural, drawn from the whole text of the Act and its fee schedule on one side and the corporations only reach of the Corporate Reports Act on the other, and it is stated that way here and on the cost page.
Administrative revocation: two grounds, both about the agent
Section 53-19-66.1 lists exactly two grounds on which the Secretary of State may administratively revoke a limited liability company: the company has failed for thirty days to appoint and maintain a registered agent, or the company has failed for thirty days after a change of registered office or registered agent to file the required statement of change. Nothing else is listed. There is no report based ground, no fee based ground, and no general good standing ground in the section. In practice this means a New Mexico LLC's compliance calendar has one item on it, and it is not a date: it is the agent record. A resignation makes the point concrete, because under Section 53-19-5(E) a registered agent's resignation takes effect thirty days after the Secretary of State receives it, which starts the same thirty day clock the revocation section measures.
Reinstatement: within two years, and it relates back
Section 53-19-66.2 allows an administratively revoked company to apply for reinstatement within two years after the effective date of revocation. Reinstatement relates back to that effective date, so the company resumes business as if the revocation had never occurred. Two years is a real window with a real end, unlike the open ended cure a report state sometimes allows, so a revoked New Mexico LLC should treat the agent appointment, the $20 statement of change if one is owed, and the reinstatement application as one immediate job.
The standing duties that do exist
Three record duties survive the absence of a report. First, Section 53-19-5(A): continuously maintain a registered office and a registered agent in New Mexico. Second, Sections 53-19-5(B) and (C): file the statement of change when the office, the agent, or the agent's address changes, at $20. Third, Section 53-19-5(F): notify the Secretary of State of any change in the street address of the principal place of business. Taxes sit outside this page's entity record subject, but they are not nothing: a pass-through LLC files a New Mexico income tax return as the Taxation and Revenue Department directs, and gross receipts tax registration through the Taxpayer Access Point follows the business's own activity. Neither is an annual report to the Secretary of State, and neither carries a flat entity fee for a default LLC.
Closing a New Mexico LLC on purpose is one $25 filing
Ending the LLC deliberately takes a single document, the Articles of Dissolution, for $25 under Section 53-19-63(D), which prices revocation of a dissolution at the same $25. Dissolution begins with an event in Section 53-19-39(A): the event specified in the articles or the operating agreement, the written consent of members having a majority share of the voting power except as otherwise provided in the articles or an operating agreement, or a judicial decree under Section 53-19-40. The articles themselves state the eight items listed in Section 53-19-41, from the company name and filing history through the person with authority to wind up and whether the winding up is to be supervised by the court. On dissolution the assets are distributed under Section 53-19-44, unless the articles or operating agreement provide otherwise, first to creditors, then for distribution liabilities, then to members in proportion to their contributions. Two closing details deserve plain statements. The optional publication in Section 53-19-46 is a tool, not a duty: a dissolved company may publish a notice of dissolution once to bar unknown claims not brought within three years of publication. And on tax clearance, the position is proof by omission from the statute itself: the eight required contents of the articles of dissolution in Section 53-19-41 contain no tax clearance certificate and no Taxation and Revenue Department sign off, and Section 53-19-63 lists no clearance filing or fee, while no official sentence stating that no clearance is required was found in the sources behind this page. Our dissolution guide covers the wind up order.
Sources, checked Nov 8, 2026
New Mexico Secretary of State: Business Services page (all business filings online only through the SOS Enterprise portal, paper filings no longer accepted) and the Statutes Governing Business in New Mexico page, at sos.nm.gov. Limited Liability Company Act, Sections 53-19-1 to 53-19-74 NMSA 1978, including Sections 53-19-2, 53-19-3, 53-19-4, 53-19-5, 53-19-7 to 53-19-10, 53-19-11, 53-19-15, 53-19-39 to 53-19-46, 53-19-48 to 53-19-56, 53-19-63, 53-19-65, 53-19-66.1, and 53-19-66.2, and the Corporate Reports Act, Sections 53-5-1 to 53-5-10, including Section 53-5-2(A), official compiled text on NMOneSource, at nmonesource.com. New Mexico Taxation and Revenue Department: Pass-Through Entity page, Corporate Income and Franchise Tax page, and Gross Receipts Tax pages, at tax.newmexico.gov.
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