How to Close or Dissolve an LLC in New Mexico: Forms, Fees & Steps (2026)

Knowing how to close or dissolve an LLC in New Mexico is simpler than in many states. You file Articles of Dissolution with the New Mexico Secretary of State, which costs $25, and you close your tax accounts with the state tax department. New Mexico LLCs do not file annual reports, and the state generally does not require a tax clearance for LLCs, so there are fewer hurdles. This guide walks you through each step, the fees, and the federal paperwork that many non-US owners forget. If you are comparing states, see how this differs from closing an LLC in Delaware.

Dissolving vs. Closing a New Mexico LLC

"Dissolving" and "closing" an LLC are two parts of one process. Dissolution starts when the members decide to end the business, and the LLC then winds up, which means paying debts, settling accounts and distributing assets. The LLC officially ends when the Secretary of State accepts your Articles of Dissolution and issues a Certificate of Dissolution.

Until that filing is accepted, your LLC stays active in New Mexico's records. Simply stopping work or closing your bank account does not end the company.

Why You Should Close Your LLC Properly

• Your LLC stays on record as an active company until you file.
• Tax accounts stay open. If your LLC has a Gross Receipts Tax account or an employer account, you may still need to file returns, even with no income.
• Registered agent fees continue until you end the service.
• A clean record helps if you later open a bank account, start a new company or sell the business.

Step 1: Review Your Operating Agreement and Approve the Dissolution

Start with your operating agreement, because it may set out how the LLC can be dissolved. Under New Mexico's LLC Act, an LLC can dissolve on an event listed in its articles or operating agreement, or by the written consent of members holding a majority of the voting power. For a single-member LLC, the owner can simply sign a written decision to dissolve. Keep a signed copy of the decision with your records.

Step 2: Wind Up the Business

Before you file, take care of the business itself:

• Pay outstanding bills and debts
• Collect money owed to the LLC
• Distribute remaining assets to the members, as set out in the operating agreement
• Cancel contracts, subscriptions and licenses
• Notify customers and vendors, and give written notice to known creditors

New Mexico does not require formal creditor notice for LLCs, but notifying known creditors in writing is good practice, because it can reduce your exposure after dissolution. If the LLC has legal claims or disputes, speak with an attorney before filing.

Step 3: Close Your Tax Accounts

New Mexico handles business taxes through different agencies than the Secretary of State, so closing your tax accounts is a separate step:

• New Mexico Taxation and Revenue Department. If your LLC has a Gross Receipts Tax account, which is New Mexico's version of a sales tax, or other tax accounts, file final returns, pay anything owed, and close the accounts through the department's Taxpayer Access Point.
• Department of Workforce Solutions. If your LLC had employees, close its unemployment insurance account and file any final reports.

New Mexico generally does not require LLCs to obtain a tax clearance before dissolving, but any taxes owed remain your responsibility, so settle them first. Check with the department about the accounts your LLC holds.

Step 4: File the Articles of Dissolution Online

Since late 2024, the New Mexico Secretary of State accepts business filings online only. To file, create or log in to an account on the Secretary of State's online filing portal and submit the Articles of Dissolution for a Domestic Limited Liability Company. The form asks for:

• Your LLC's current name, any DBA names and its business ID number
• The date your Articles of Organization were originally filed, and any amendment dates
• The event that triggered the dissolution, such as a member consent
• The effective date, which can be the filing date or a later date
• The names and addresses of the people authorized to wind up the LLC's affairs
• The signature of an authorized person

The state fee is $25, and paying by card in the portal may add a small convenience fee. Once the Secretary of State accepts the filing, you receive a Certificate of Dissolution, and your LLC is dissolved. Processing times vary, so check the portal for current times and any expedited options.

Step 5: Handle Final Federal Tax Filings

Closing the LLC with New Mexico does not end your IRS obligations:

• File a final federal return. The type depends on how your LLC is taxed. A single-member LLC with one owner is generally treated as a disregarded entity, and a multi-member LLC generally files a partnership return.
• Foreign-owned LLCs: a single-member LLC owned by a non-US person may need to file a final Form 5472 with a pro forma Form 1120. Our guide to Form 5472 and 1120 for foreign-owned LLCs explains who must file and how.
• Close your IRS business account. The IRS does not cancel EINs, but you can ask it to close the business account linked to your EIN after your final return is filed.
• Check BOI rules. Federal reporting rules have changed several times, so read our latest article on BOI filing for foreign-owned US companies.
• Indian founders: our US LLC tax guide for Indian founders covers the India side of closing a US company.

Step 6: Close Any Remaining Loose Ends

• Registered agent. Tell your agent the LLC is dissolved, so they stop billing you. Our guide to the LLC registered agent explains how this role works.
• DBA names. If your LLC registered a trade name, cancel it separately with the Secretary of State.
• Bank accounts. Close business bank accounts only after all payments have cleared.
• Other states. If your LLC registered to do business in other states, withdraw it there as well, or those states' fees can keep accruing.
• Licenses and accounts. Cancel payment processors, local licenses and any other business accounts.
• Keep records. Store your Certificate of Dissolution, tax filings and operating agreement for several years.

How Much Does It Cost to Close a New Mexico LLC?

• Articles of Dissolution: $25
• Portal card convenience fee: a small extra charge may apply
• Annual report fees: none, because New Mexico LLCs do not file annual reports
• Taxes owed: any final gross receipts, payroll or other taxes you owe
• Final tax preparation: varies by provider
• Registered agent: final fee, if any

In most cases, the state cost to dissolve is just the $25 filing fee, plus any taxes you already owe. Confirm the exact amount in the Secretary of State's portal before you file.

Should You Close Your LLC or Keep It?

New Mexico has no annual report and no annual state fee for LLCs, so keeping a dormant LLC costs less here than in many states. Even so, closing it is usually the better choice if you are finished with the business, because it ends registered agent fees, tax account filings and any ongoing liability risk. If you may use the company again soon, keeping it can make sense, as long as you keep your registered agent active and file any tax returns that are due.

Common Mistakes to Avoid

• Just stopping operations. The LLC stays on record until the Articles of Dissolution are accepted.
• Forgetting the tax accounts. Gross Receipts Tax and payroll accounts need their own closing steps.
• Skipping final federal filings. Form 5472 and a final return can still be due.
• Not telling your registered agent. You can keep paying agent fees by mistake.
• Not documenting the member vote. Keep a signed record of the decision.
• Closing the bank account too early. Keep it open until all payments clear.
• Using outdated information. Fees and filing methods change, so check the portal before you file.

Get Help Closing Your New Mexico LLC

FormLLC helps founders close US companies properly, from preparing the Articles of Dissolution to coordinating tax account closures and final federal filings. If you would like us to handle the closure for you, book a free consultation with our team today.

*FormLLC is a business formation and compliance services provider, not a law firm, and this article is general information rather than legal or tax advice.*