Find out how to qualify your LLC to conduct business in New Mexico.
If you own a company that was founded in a state other than New Mexico, you must qualify or register it in New Mexico in order to conduct business there. The requirements for qualifying your international (non-New Mexico) limited liability corporation (LLC) to conduct business in New Mexico are summarized below.
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What exactly is a Foreign LLC?
If your LLC is founded in a different state, it is referred to as a foreign LLC in New Mexico. In other words, being foreign does not imply being from another nation. Instead, it signifies that your company was formed under the laws of another state. A domestic LLC, on the other hand, is one that is created in the state in which it operates. This is a prevalent phrase in the United States. An LLC founded in Wisconsin, for example, is a foreign LLC in Minnesota.
Doing Business in New Mexico
If you are “transacting business” in New Mexico, you must register your foreign company with the state of New Mexico, according to the LLC Act.
What exactly does this mean? Well, New Mexico’s LLC Act, like most others, does not define the word “transacting business” with respect to international registrations.
State regulations determining when foreign enterprises must collect state sales tax in their state, on the other hand, give some advice on the subject. To be obligated to collect state sales tax on sales to citizens of a state, a firm must have a physical presence in, or nexus with, that state. In general, physical presence and nexus are synonymous and refer to:
a storage facility in the state
A shop in the state, an office in the state, or a sales representative in the state are all examples of state-based businesses.
Certain exclusions may apply, and the regulations might become more convoluted in situations such as Internet sales. However, if you have an office, a shop, a warehouse, or workers in another state, you must register your LLC as a foreign corporation in that state.
Some Activities Are Exempt
The LLC Act in New Mexico, as in other states, stipulates some actions that do not constitute doing business in the state. Among the objects mentioned are:
defending or settling a lawsuit dealing with internal business affairs such as holding member or manager meetings having a bank account in the state having an office, agency, or persons in the state for handling your company’s own securities selling through independent contractors soliciting or obtaining orders that require acceptance outside the state before becoming contracts creating as borrower or lender or acquiring indebtedness
Check Sections 53-19-54 of the New Mexico Statutes for the full legal explanation of each of these objects.
If your LLC’s only operation in New Mexico is one or more of the activities mentioned above, you should not be required to register with the state.
Registration Application
You must submit a Foreign Limited Liability Company Application for Registration with the New Mexico Secretary of State to register your company in New Mexico (SOS). The application form may be downloaded on the SOS website.
To complete the form, you must supply the same information that you would need to incorporate an LLC in your home state.
However, since each state is unique, there may be materials that New Mexico requires that you did not need to submit when you initially formed your LLC.
More precisely, for a New Mexico registration application, you must provide:
If different, the name under which your LLC will conduct business in New Mexico (you may require a new name if your LLC’s original name is currently being utilized by another registered New Mexico firm).
the state in which your LLC is organized the date on which your LLC was organized if required by the state in which your LLC was organized, the address of the office you are required to maintain in that state if you are not required to maintain an address in the state in which your LLC was organized, then the address of your LLC’s principal office the name and street address and of your registered agent in New Mexico the names of the persons who are legally responsible for your LLC
A form certifying that your New Mexico registered agent accepts appointments must be included. The application form accessible from the SOS includes a blank acceptance form.
You must also attach a certificate of good standing or a certificate of existence issued by the relevant state office where your LLC is founded (such as a secretary of state). The certificate might be real or electronic, and it must be valid for at least thirty days.
The filing cost for an application is $100.
What Happens If You Do Not Sign Up?
If your LLC does business in New Mexico without being registered, it cannot sue the state. Furthermore, the LLC will be subject to costs and penalties. This includes, among other things, a possible civil penalty of up to $200 for each year company is conducted without being registered. However, not being registered does not render your LLC’s contracts null and void, nor does it bar your LLC from defending a lawsuit in New Mexico. Furthermore, a member or management of an LLC is not accountable for the debts and liabilities of the LLC just because the corporation conducted business in New Mexico without being registered.
Forming a Foreign Corporation
The regulations and standards for international qualifying in New Mexico are identical whether your company is structured as a corporation rather than an LLC. However, you must use a separate application form, Form FPR, Application for Certificate of Authority. Forms and filing procedures are available on the New Mexico Secretary of State’s website.