How to dissolve an LLC in New Mexico, step by step

To dissolve an LLC in New Mexico, the members approve the decision, the company winds up its affairs, and the dissolution is filed online with the New Mexico Secretary of State for a $25 State fee. Then you close the LLC's account with the IRS by letter. New Mexico (NM), a U.S. state, keeps this short: there are no annual reports or yearly State fees to catch up on first.

When should you dissolve an LLC in New Mexico?

When the company has no more reason to exist: the project ended, the partners split, or you are moving the business to another structure. An LLC you no longer use still has duties while it exists: it has to keep a registered agent in New Mexico at all times, and the IRS still expects its returns.

Dissolving closes those threads properly instead of letting them run on.

How do you dissolve an LLC in New Mexico?

Step 1: Decide by the Operating Agreement

The Operating Agreement says who decides to dissolve and by what vote. In a single-member LLC, that is you. With several members, follow the percentage the agreement sets, and keep a written record of the decision, signed by the members. If you haven't read yours in a while, here is what an Operating Agreement covers, and how the vote works in single-member vs multi-member LLCs.

Step 2: Wind up the company

Winding up means finishing the company's business:

• Finish or hand over open contracts and collect what clients owe.
• Pay debts and set money aside for anything still pending.
• Close or transfer payment and marketplace accounts.
• Distribute what is left to the members, as the Operating Agreement says.

Close the business bank account last, after the final payments clear.

Step 3: File the dissolution with the State

The dissolution is filed online through SOS Enterprise, the Secretary of State's portal. Paper business filings are no longer accepted. The State fee is set by NMSA 1978 § 53-19-63(D).

Keep your registered agent active until the filing is accepted, so any official notice still reaches you. If the agent needs to change before then, see how to change a registered agent in New Mexico.

Step 4: Close the EIN account with the IRS

The IRS states that a business must file a final return for the year it closes. After that, you cancel the EIN and close the IRS business account with a letter that gives:

• the complete legal name of the LLC,
• its EIN,
• its business address,
• the reason you want to close the account.

Include a copy of the notice the IRS sent when it assigned the EIN, if you have it, and mail it to Internal Revenue Service, Cincinnati, OH 45999. The IRS won't close the account until every required return is filed and every tax owed is paid. A foreign-owned LLC's yearly filing is covered in Form 5472 for foreign-owned LLCs.

Can you dissolve an LLC in New Mexico without being there?

Yes. Every step happens online or by mail: the members' decision, the State filing in SOS Enterprise and the IRS letter. Nothing requires a visit to New Mexico.

What if you just want a different setup?

You don't always need to close. A new registered agent, a new name or a new address can be changed on the record while the company keeps going. And if you're starting something new, a fresh New Mexico LLC costs little to keep: no annual report, no yearly State fee. See LLC annual report requirements for how states compare, our pricing, or form your LLC online in about two minutes, with no ID documents needed, paying in U.S. dollars or in your local currency, where available, by card, online.

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