Dissolve a New Mexico LLC or corporation

File with the New Mexico Secretary of State. Some companies also need a tax sign-off.

The catch

A corporation files an intent to dissolve, then articles of dissolution, and it needs a certificate of no tax due from Taxation and Revenue. That certificate takes at least 45 days, so ask early. LLCs skip it.

How to close a company in New Mexico

  1. Get the tax sign-off

    New Mexico corporations need a no-tax-due certificate first.

  2. Wind up the business

    Hold the vote your governing documents and New Mexico law require. Pay or set aside what you owe, in the order your lawyer advises.

  3. File with the New Mexico Secretary of State

    LLC: Articles of Dissolution, $25 (needs a second look). corporation: Articles of Dissolution, $50 (needs a second look).

  4. Pick how to file

    Online. No fixed time is published.

  5. Check your records

    Before you close accounts or delete Slack, work out what you must keep and whether a buyer may want it.

What we found so far, with sources

New Mexico dissolution facts, each with a link to its source
FactWhat we foundSource
Filing office

New Mexico Secretary of State, Business Services, 505-827-3600

New Mexico Secretary of State
corporation: vote to dissolve

Statement of Intent to Dissolve (domestic profit corporation, NMSA 53-16-4)

Fee: $50 (needs a second look). Set by NMSA 53-2-1(A)(10), which charges $50 for a statement of intent to dissolve or articles of dissolution. Card payments carry a convenience fee.

Full notes

How to file: The Secretary of State says all business filings are online and paper filings are no longer accepted. Log in at enterprise.sos.nm.gov and pick the form under Forms.

nmlegis.govsrca.nm.gov
corporation: dissolve

Articles of Dissolution (domestic profit corporation, NMSA 53-16-11 and 53-16-12)

Fee: $50 (needs a second look). Same $50 under NMSA 53-2-1(A)(10). The articles can only follow a statement of intent that is already on file.

Full notes

How to file: Online through the Secretary of State portal at enterprise.sos.nm.gov. Paper filings are no longer accepted.

nmlegis.govsrca.nm.gov
LLC: dissolve

Articles of Dissolution (domestic LLC, NMSA 53-19-41)

Fee: $25 (needs a second look). Set by NMSA 53-19-63(D), which charges $25 for articles of dissolution or a revocation of dissolution. Card payments carry a convenience fee.

Full notes

How to file: Online through the Secretary of State portal at enterprise.sos.nm.gov. Paper filings are no longer accepted.

nmlegis.govsrca.nm.gov
Tax clearance

Varies. New Mexico Taxation and Revenue Department.

Tax Clearance Request (for a Corporate Certificate of No Tax Due)

Form ACD-31096

Corporations must request the certificate. Allow at least 45 days, per form ACD-31096. LLCs need no certificate and close their tax account instead.

New Mexico Taxation and Revenue DepartmentNew Mexico Taxation and Revenue Departmentrealfile.tax.newmexico.gov
Before you file
  • Corporation: authorize dissolution, file a statement of intent to dissolve, then file articles of dissolution once debts are paid or provided for and assets are distributed (NMSA 53-16-11)
  • Corporation: file a final corporate income tax return and request the Corporate Certificate of No Tax Due
Full notes
  • LLC: an LLC is dissolved when one of the events in NMSA 53-19-39 happens, and the people with authority to wind up then file articles of dissolution
  • Both: confirm the entity has resigned as a registered agent for any other New Mexico entity, a statement the articles must include
  • Both: file every tax return through the closing date and close the business tax ID account with Taxation and Revenue (online through TAP or Form ACD-31015)
New Mexico Taxation and Revenue Department
How long it takes

Varies. No fixed time is published.

api.realfile.rtsclients.com
Other tax stops
  • New Mexico Taxation and Revenue Department: Corporate Certificate of No Tax Due (ACD-31096, allow 45 days) and closing the business tax ID account (TAP or ACD-31015)
New Mexico Taxation and Revenue Department

Fees and form numbers change, so check the source before you file.

A checklist can keep you from forgetting things. It cannot tell you what your state requires today. Have your lawyer or CPA look at it before you rely on it. Vaultfish helps you run the process. We are not lawyers and this is not legal advice. If you need counsel who knows this area, we can point you to one. Ask for a referral

Questions people ask

How much does it cost to close a New Mexico LLC or corporation?

LLC (Articles of Dissolution): $25 (needs a second look). corporation (Articles of Dissolution): $50 (needs a second look). Fees change, so check the source link before you pay.

Do I need tax clearance to close a New Mexico company?

It depends on the business type. A corporation files an intent to dissolve, then articles of dissolution, and it needs a certificate of no tax due from Taxation and Revenue. That certificate takes at least 45 days, so ask early. LLCs skip it.

Where do I file in New Mexico?

File with the New Mexico Secretary of State, Business Services. You can file online.

How long does it take to close a company in New Mexico?

New Mexico publishes no fixed processing time that we could find.

What happens to my Slack, email and CRM when I close?

Closing the company does not decide what happens to your records. Keep what tax and payroll rules ask for. The IRS gives retention periods on its site. Then check what the rest could be worth before you delete it.

Is this legal advice?

No. We read the state pages so you don't have to, then link to them so you can check our work. Have your lawyer or CPA read it too. They like that.