New Mexico LLC for Nonresidents: Cost, Reports and Tax

Can a nonresident form a New Mexico LLC, and what does it cost and owe?

Yes. The posted Limited Liability Company Act says one or more persons may form an LLC by filing articles of organization, and the people forming it need not be members. The text we read sets no residency or citizenship test for the owner. It does require a New Mexico registered office and registered agent.

A simple case is a single-member LLC whose owner lives and works outside New Mexico and has no New Mexico customers, staff or property. The case stops being simple when the owner works in New Mexico, the LLC has two or more owners, it elects to be taxed as a corporation, or the owner lives abroad and has US-source income.

Gather before you start: the LLC name, the registered agent's New Mexico street address and signed acceptance, the owner's name and a mailing address, where you and any staff will work, and an EIN plan. For the EIN, see forming and running a company from abroad.

How do I form a New Mexico LLC online, and what does it cost?

File the Domestic LLC Articles of Organization on the Secretary of State's online portal. The portal's form page shows a non-refundable application fee of $50.

The steps, per the Secretary of State's filing help:

1. Create a portal account. Its login email receives every notice about the filing.
2. Choose Forms, then Business, then the entity type, and follow the wizard.
3. Upload the Registered Agent Statement of Acceptance as a PDF.
4. Pay by card or electronic check. Card payments carry a convenience fee.
5. Watch the status in the account. An email arrives only once the filing is approved, rejected or needs correction.

A rejected filing needs a new filing and a new fee, so check the name and the agent's address first. The articles must give the registered office street address and agent name, the principal place of business if different, the duration if not perpetual, and a statement if a manager runs the LLC or the LLC is a single-member LLC (NMSA 53-19-8).

The sources we read show no expedite price or optional add-ons, so this page quotes none. The LLC exists when the articles are filed, or at a later date stated in them.

Does a New Mexico LLC file an annual report?

The LLC Act text we could read lists no annual or biennial report for an LLC, and the only revocation grounds it states concern the registered agent. We could not confirm this on a current Secretary of State page, so treat it as unconfirmed.

What supports it: the Secretary of State's posted copy of the Limited Liability Company Act is a file created in 2013, and its list of sections has no report. A legislative fiscal report on a 2017 bill said LLCs then had no report to file. That bill, and a 2023 bill, would have added triennial reports; both died. We did not check every later session. The portal's public form list shows only formation forms for an LLC. Its public business search shows an "Annual Report Standing" line on LLC records. An active LLC we looked up, formed in 2009, showed "Good" with formation as its only filing. That hints at no recurring report but is not a statement of the rule.

Before you rely on "no report," ask the Secretary of State's Business Services Division (505-827-3600) whether your LLC owes any recurring filing or fee, and ask for the answer in writing. For other states' reports and fees, see LLC annual fees and reports by state.

What keeps a New Mexico LLC in good standing: the registered agent?

An LLC must keep a registered agent. The Secretary of State may revoke an LLC that goes 30 days without one, or 30 days after a change without filing the change (NMSA 53-19-66.1). A revoked LLC may apply for reinstatement within two years.

The agent must be a New Mexico resident individual, or a company with a place of business at the registered office in New Mexico (NMSA 53-19-5). An owner who lives outside New Mexico cannot be the agent. If the agent resigns, the appointment ends 30 days after notice or when a successor takes over, whichever comes first, so keep the agent contract and a way to receive notices. The LLC must also tell the Secretary of State when its principal place of business address changes. For mail, banking and agent choices, see US business address and bank account.

What does the public record show about me?

Assume the registered agent, the principal place of business, and the LLC's filings are public. The Secretary of State says business information is public and available to anyone in the United States.

A registered agent's address replaces your address only as the registered office. The articles also give a principal place of business address when it differs. The statute's list of required contents (NMSA 53-19-8) does not include member names, and the public search record we viewed showed the agent and the organizer, not the owners. The articles can carry other provisions the filer chooses, and we could not see the portal's filing form without an account. We found no New Mexico page promising that an owner's name stays off the record, so do not call a New Mexico LLC anonymous.

One practical point for owners abroad: the Secretary of State says it generally blocks access to business records from foreign countries. It asks foreign-based users to email helpdesk@state.nm.us and says it may not always be able to give direct access.

Does a New Mexico LLC owe gross receipts tax if I have no office, staff or customers there?

Not because it was formed there. New Mexico's gross receipts tax applies to receipts from selling property in New Mexico, leasing or licensing property used there, and performing services there. It also reaches services performed outside the state when the product is first used in New Mexico.

For a business with no physical presence, the Taxation and Revenue Department says it is subject to the tax if it had at least $100,000 of taxable gross receipts from New Mexico in the previous calendar year (nexus). Physical presence includes a business location, stored property, an employee or agent, leased equipment, or performing services in New Mexico.

Anyone engaging in business in New Mexico must register with the department, and a Business Tax ID has no fee. We found no New Mexico page that says whether a registered agent's address counts as physical presence for this tax.

Do I owe New Mexico income tax as an owner who lives elsewhere?

You may, if you have income from a New Mexico source. A nonresident must file a New Mexico personal return when both are true: a federal return is required, and there is income from any New Mexico source, including wages, rents, royalties, businesses and estates. The instructions say this includes foreign nationals. Living in a state with no income tax does not remove it.

How the LLC files depends on its federal classification:

A pass-through entity must withhold from each nonresident owner's share of New Mexico net income at 5.9%, subject to exceptions listed in the PTE instructions. The entity may instead elect to pay at the entity level, which binds all owners for that year. The return is due on the federal return's due date. Each nonresident owner with New Mexico-source income who must file a federal return also files a New Mexico personal return.

One open point: the department says pass-through entities "registered to do business in the state" file a return, alongside those transacting business or receiving New Mexico income. It does not say whether a New Mexico-formed LLC with no New Mexico activity must file. Ask the department or a professional before skipping a return for a multi-member LLC.

What does the IRS require when the owner is abroad?

The same as for any foreign-owned LLC, whatever state it is in. A single-member LLC owned by a foreign person is ignored for income tax but treated as a corporation for Form 5472. It files a pro forma Form 1120 with Form 5472 attached when it has a reportable transaction with a related party (IRS instructions).

The penalty for failing to file or keep records is $25,000 for each tax year, with more if the failure continues 90 days after IRS notice. A foreign-owned US disregarded entity is wholly owned by a foreign person; an LLC taxed as a corporation is covered when a foreign shareholder holds at least 25%. See foreign-owned single-member LLC filing for the detail.

A nonresident alien owner files Form 1040-NR if engaged in a US trade or business, or if US income was not fully taxed by withholding (IRS: nonresident aliens). Service income is sourced where the work is done. That return is covered in the nonresident return for business income. Forming in New Mexico changes none of it.

Does the Corporate Transparency Act still require a beneficial ownership report?

Not for a US-formed LLC. FinCEN's current BOI page says its final rule exempts US companies from reporting beneficial ownership information, so they are no longer required to file BOI reports. Only certain foreign companies registered to do business in the United States must report.

A New Mexico LLC is a US company even when its owners live abroad. FinCEN says to disregard older guidance, including the Secretary of State's own older page, saying US companies must report.

New Mexico, Delaware or Wyoming for a nonresident owner?

New Mexico can fit an owner who wants low state upkeep and has no New Mexico activity. It does not win by itself: the state where you work or sell can still tax you.

What to compare is the formation fee, any annual report or tax, the agent cost, and where the activity happens. New Mexico's filing fee is $50, and we found no annual report or fee (unconfirmed). Compare Wyoming's license tax and report and Delaware's LLC tax. For the full choice, including your home state, see which state to form in.

What if I work, hold stock or have customers in New Mexico or my home state?

Activity decides the tax, not the state on the articles. Work performed in New Mexico, a New Mexico employee, stored goods or leased equipment can create gross receipts tax nexus and New Mexico-source income. The same kind of activity in your home state can require the LLC to register there and file there. A home state may also tax you as a resident on all LLC income.

If the LLC is formed in New Mexico but run from another state, read registering in another state. For each state's sales tax line, see sales tax economic nexus thresholds by state.

Example

Figures are illustrative and in US dollars.

Owner in Brazil, consulting delivered abroad

A single-member New Mexico LLC provides consulting to clients outside the US. The owner has no New Mexico staff, office or customers. The sources show no New Mexico gross receipts or income-tax filing for this pattern. The LLC still needs its agent and files Form 5472 with a pro forma Form 1120. Because the work is done abroad, the owner's Form 1040-NR turns on whether the owner has any US trade or business or other US income.

Two partners in Texas

Two Texas residents hold a New Mexico LLC taxed as a partnership. They do the work on site for Santa Fe customers and earn US$200,000. Services performed in New Mexico create gross receipts tax nexus, so the LLC registers and reports gross receipts tax. The income is New Mexico-source, so the LLC files the PTE return and must withhold 5.9% from each nonresident partner's New Mexico share, unless it elects entity-level tax or an exception applies. Each partner files a New Mexico nonresident return.

Canadian seller shipping to New Mexico

A Canadian owner ships goods to New Mexico buyers: US$120,000 of taxable sales in the previous calendar year. That passes the US$100,000 remote-seller line, so the LLC must register for gross receipts tax. A Delaware or Wyoming LLC would not have avoided it, because the tax follows the sales, not the formation state.

Different for you?

• You work in New Mexico, or the LLC has staff, stock or equipment there: expect gross receipts tax and New Mexico-source income. Get business formation help before filing.
• The LLC has two or more owners, or elected S corporation or corporate treatment: the PTE, S-Corp or corporate return and nonresident withholding apply. See business formation help.
• You live abroad and the LLC is your only US link: see forming and running a company from abroad and foreign-owned single-member LLC filing.
• You need a US address, agent or bank account: see US business address and bank account.
• You are comparing states: see which state to form in.
• Past IRS or state filings may be missing: get business formation help before the next deadline.