Dissolving a company in New Mexico
The state-level facts for closing an LLC or corporation in New Mexico: the dissolution filing, its fee, whether tax clearance comes first, and the tax obligations that keep accruing until the filing is accepted. Every fact links to the official government source it was read from.
New Mexico LLC
- Dissolution filing
- Articles of Dissolution — filed with the New Mexico Secretary of State, Business Services Division. (official source)
- Filing fee
- $25 (official source)
- Tax clearance before filing
- Not required before the dissolution filing. (official source)
- Final state return
- File the final New Mexico return for the LLC's tax classification; submit a return for every reporting period up to the closing date, even periods with no gross receipts, to avoid non-filing penalties. (official source)
Worth knowing
- All Secretary of State business filings are online-only via enterprise.sos.nm.gov; paper filings are no longer accepted.
- New Mexico LLCs file no annual or biennial reports with the Secretary of State; the Corporate Reports Act (NMSA 53-5) applies to corporations.
- The Secretary of State's walk-in Business Services counter is closed on Fridays; online and phone services remain available.
- Tax filings must be up to date before closing; file a return for every reporting period up to the close date even with zero gross receipts.
- Statutory fees were verified against the official NMSA 1978 text published at nmonesource.com (New Mexico Compilation Commission), linked from sos.nm.gov.
New Mexico corporation
- Dissolution filing
- Articles of Dissolution (preceded by a Statement of Intent to Dissolve) — filed with the New Mexico Secretary of State, Business Services Division. (official source)
- Filing fee
- $50 (official source)
- Tax clearance before filing
- A Corporate Certificate of No Tax Due from Taxation and Revenue (request via form ACD-31096); by statute the Secretary of State files dissolution documents only if the corporation has complied with the Tax Administration Act and paid all unemployment contributions. (official source)
- Corporate franchise tax ($50 per year, reported on form CIT-1)
- File a final CIT-1 Corporate Income and Franchise Tax Return; the $50 annual franchise tax applies to any corporation that has or exercises its corporate franchise in New Mexico, even if inactive, until the corporation legally dissolves. (official source)
- Final state return
- File the final CIT-1 corporate income and franchise tax return when the annual return is due, and request a Corporate Certificate of No Tax Due when dissolving or withdrawing. (official source)
Worth knowing
- Voluntary dissolution is a two-step statutory sequence: file a Statement of Intent to Dissolve ($50), wind up, then file Articles of Dissolution ($50).
- The Secretary of State will not file the articles of dissolution or a foreign withdrawal unless the corporation has complied with the Tax Administration Act and paid all unemployment contributions (NMSA 53-16-12, 53-17-16).
- The articles of dissolution must confirm the corporation has resigned as, or is not, a registered agent for any other New Mexico entity (NMSA 53-16-11(F)).
- All Secretary of State business filings are online-only via enterprise.sos.nm.gov; paper filings are no longer accepted.
- The $50 annual franchise tax accrues even for inactive corporations until dissolution or withdrawal is complete.
- Statutory fees were verified against the official NMSA 1978 text published at nmonesource.com (New Mexico Compilation Commission), linked from sos.nm.gov.
Closing a company is more than the state filing — payroll accounts, sales-tax permits, franchise-tax finals, federal returns, and creditor notices all have their own order and deadlines. A Winddown runbook sequences all of it for your specific company, with drafted consents and creditor notices included.
Sourced from the official pages linked above; facts we could not verify against an official source are shown as links rather than numbers. Requirements and fees change — the linked pages are authoritative. General information, not legal or tax advice.