How to Reinstate an LLC in New Mexico – 2024 Guide


Steve Bennett
Steve Bennett
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Get New Mexico LLC Reinstated

Reinstatement of an LLC in New Mexico involves a simple process. In general, after dissolving a limited liability company, sometimes LLCs restore their good standing and continue their operations. Depending on the reason for dissolution, the reinstatement occurs. In most cases in New Mexico, if the dissolution is administrative, the chances of reinstatement are higher.

This article will take you through the process of restoring your business. The editors from LLCBuddy focus mainly on how to reinstate an LLC in New Mexico, also known as The Land of Enchantment. There might be several reasons for LLC dissolution in New Mexico. This article will also list the type of dissolution in New Mexico and which ones are eligible for reinstation.

What is LLC Reinstatement in New Mexico?

LLC reinstatement simply refers to returning an administratively dissolved or revoked business entity to active status. In case the Limited Liability Company doesn’t comply with the state requirements, such as non-payment for necessary fees and not filing annual reports, it may dissolve by the New Mexico Secretary of State. When companies have been reinstated, they regain their legal capacity, thereby facilitating continued operations. In some cases, the companies can be dissolved due to legal issues or by members’ choices.

LLC Dissolution in New Mexico

There can be several reasons why a Limited Liability Company gets dissolved in New Mexico. Certain types of dissolution can be identified based on the reasons given. In New Mexico, reinstatement of an LLC depends on how and why the LLC got dissolved in New Mexico in the first place.

  1. Administrative Dissolution: If the LLC fails to comply with the State rules, like filing proper documents (annual reports, BOI reports in New Mexico), tax dues, or any other administrative issues, the state can dissolve the LLC in New Mexico.
  2. Judicial Dissolution: If there is any lawsuit and court orders to dissolve the company, the said LLC has to shut it down.
  3. Dissolution Due to Expiration: In some cases, LLCs were formed for a particular reason or for a specific time. Hence, the LLC was automatically dissolved after the purpose was served or the period was over.
  4. Voluntary Dissolution: When members decide to dissolve the LLC, they file the dissolution form with New Mexico Secretary of State.

How to Reinstate an LLC in New Mexico

As mentioned above, reinstatement takes place depending on the type of dissolution. The steps involved in restoring your LLC are moderately simple; however, getting professional help before you start processing LLC reinstatement is recommended. Here are the initial steps to follow before you file for reinstatement in New Mexico.

Initial Steps Before Filing for Reinstatement

In New Mexico, most of the businesses are reinstated after administrative dissolution. That is the most common type of reinstatement for any business, such as LLC or Corporation in New Mexico. There are a few steps before you start the restore process.

Identify Reasons for Dissolution

Before you start reinstating your LLC, you must know why your company was dissolved. Some common reasons are:

  • Missing annual reports.
  • Unpaid state taxes.
  • Non-compliance with specific state regulations.

If need be, contact New Mexico Taxation and Revenue Department to know whether you owe any outstanding tax obligations. Besides, going through the New Mexico Secretary of State correspondences or checking the Certificate of Good Standing online can help you understand why dissolution was done in your entity.

Gather Necessary Information Regarding the LLC in New Mexico

To avoid delays in filing, gather all necessary information ahead of time, including:

  • Business Name: You should first check if it is still available and has not been taken by another entity.
  • Document Number: It can often be found on previous filings or notices issued by the New Mexico Secretary of State.
  • Details of Previous Filings and Compliance Records: These involve past annual reports, tax returns, and other compliance materials.

How to File an LLC Reinstatement Document

Once you are determined to restore your LLC (or business), you must proceed with the filing of a reinstatement application. In New Mexico, the reinstatement document is called Business Reinstatement. The next task is to get the forms from the official New Mexico Secretary of State business section. A reinstatement fee might be paid to the New Mexico SOS.

Forms

In order to reinstate your LLC, you have to fill out various forms which could include:

  • LLC Reinstatement Form: You can file your LLC reinstatement offline or online (whichever is available and convenient for you).
  • Additional Forms: Depending on what type of dissolution it is, you might need to file additional forms to New Mexico Tax Department [New Mexico Taxation and Revenue Department] or Insurance Department [New Mexico Office of the Superintendent of Insurance]. Besides, the Certificate of Good Standing in New Mexico might be needed.
  • Annual Report Filing: For administrative dissolution, the LLC must file the annual reports and pay the due annual report fees along with the reinstatement form.

Fees

The following fees may be incurred during reinstatement:

  • Reinstatement Fee: In New Mexico, the LLC reinstatement fee is $25.
  • Annual Report Fees: Your company could have to pay for each year it didn’t file the annual reports. The annual report fee in New Mexico is $0 because it is not mandatory.
  • Late Fees and Penalties: There are possible late fees and penalties if you miss the filing deadlines set by New Mexico.

Accepted methods of payment are as follows:

  • Credit Card – Visa, MasterCard, American Express or Discover.
  • For offline payment – Check with the New Mexico Secretary of State for details.

Supported browsers include:

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Processing Time and Confirmation

The processing time for reinstatement of your LLC in New Mexico varies depending on the filing method. For online filing (if available), it takes less time to process than that of offline filing. However, sometimes it takes almost the same time for both methods.

  • Processing time for LLC reinstatement: It takes up to 1 month to process the LLC reinstatement documents in New Mexico.

Updating LLC Information During Reinstatement

Upon reinstatement, you have an opportunity to update your LLC’s information.

  • Update members’ or managers’: Changing Members and Managers: You can add, delete, or change Members and Managers.
  • Update names and addresses as necessary.
  • Update Registered Agent Information: Change the registered agent or office address.

Changing the Registered Agent in New Mexico

To change the existing Registered Agent for your LLC, you must attach a separate application for the same. Check how to change a registered agent in New Mexico to know more about the process.

Updating Business Address

Principal Office & Mailing Address changes may also be made in these areas:

  1. Fill out the Address Change Form – where required by New Mexico Secretary of State.
  2. Submit LLC Amendment Form – to update the business address or other details of your LLC, you might submit the New Mexico LLC Amendment to the SOS.
  3. Submit with Reinstatement Application – Ensure all information provided is correct.

Post-Reinstatement Requirements

After getting a company back into good standing, more steps are necessary to maintain compliance:

  • Obtain a Copy of the Reinstatement Certificate
  • Updating Business Licenses
  • Make sure that all business licenses are up-to-date:
    • General Business License- Verify with do not need to obtain.
    • Specific Permits and Licenses- Check for any industry-specific requirements.
  • Verifying Good Standing Status
    • New Mexico Annual Reports – File on time each year.
    • Tax Payments – Pay all state taxes due.

It might look like the steps are simple to reinstate your LLC. However, it is not as simple as it looks. Considering all the paperwork and legal complexities, it is recommended to hire professionals. You must read the best LLC services in New Mexico where you can explore the professional services for your consideration.

Additional Considerations

  • Federal Requirements: Reporting Beneficial Ownership Information: Federal requirement for reporting beneficial ownership information since January 1, 2024. Visit the Beneficial Ownership Page on New Mexico Secretary of State website for more details.
  • Name Availability: Name change is one of the options to consider when an original business name is not available. DBA in New Mexico can also be filed if the previous name is not available. Fill out the correct amendment form with New Mexico Secretary of State.
  • Contracts and EIN Reinstatement: Contracts and your EIN might be impacted by reinstating your LLC:
  • Renew Contracts: You will need to talk with vendors, banks, and customers about the revival.
  • Get a New EIN: When this becomes necessary, you should acquire it from the IRS.

Benefits of Reinstatement

There are certain important advantages of restoring your company’s existence:

  • Restores Good Standing: This makes the company become legally recognized again within the state.
  • Maintains Limited Liability Protection: This will protect the business’s owners from being liable for any company’s debts.
  • Ensures Business Continuity: The company can, therefore, continue operating without any legal challenges.
  • Preserve Business Credibility: For instance, a good relationship with clients is necessary for maintaining trust amongst suppliers and financial institutions.

Common Reasons for Administrative Dissolution

  • Failure to File Annual Reports: Filing annual reports that many states like New Mexico require companies such as Limited Liability Companies (LLCs) is a must; otherwise, it may lead to dissolution.
  • Unpaid Taxes: An LLC could be dissolved until taxes are paid if any franchise taxes are pending or some state tax has not been settled.
  • Non-Compliance with Other State Requirements: For instance, where there isn’t a registered agent maintained within a specified period while being subjected to several business regulations set by the state.

Reinstatement After Dissolution in New Mexico

  • Depending on the type of dissolution, reinstatement takes place. For Administrative Dissolution, reinstatement is very common and possible in New Mexico.
  • For voluntary dissolution, reinstatement is not common. Because the LLC dissolution in New Mexico is voluntary by members, it is not common for them to restore the LLC in New Mexico.
  • For Judiciary Dissolution, it is very uncommon to reinstate in New Mexico. Most of the time, court orders do not allow the LLCs to restore their business in the state they are located in. In very exclusive cases, they can be reinstated if the court passes such an order.

FAQs

How do I reinstate my LLC in New Mexico?
To reinstate your LLC in New Mexico, you will need to file an Application for Reinstatement with the New Mexico Secretary of State.
What is the fee for reinstating an LLC in New Mexico?
The fee for reinstating an LLC in New Mexico is $200 as of the time of this writing.
What are the consequences of failing to reinstate my LLC in New Mexico?
If you fail to reinstate your LLC in New Mexico, the state may administratively dissolve your LLC, resulting in the loss of limited liability protection for your business.
How long does it take to reinstate an LLC in New Mexico?
The processing time for reinstating an LLC in New Mexico can vary, but it typically takes around 5-7 business days.
Can I reinstate my LLC in New Mexico online?
Yes, you can reinstate your LLC in New Mexico online by filing the necessary forms through the New Mexico Secretary of State website.
What is the deadline for reinstating my LLC in New Mexico?
There is no specific deadline for reinstating an LLC in New Mexico, but it is important to do so as soon as possible to avoid any further complications.
Do I need to pay any outstanding fees or penalties when reinstating my LLC in New Mexico?
Yes, you may need to pay any outstanding fees or penalties at the time of reinstating your LLC in New Mexico.
Do I need to update any information when reinstating my LLC in New Mexico?
It is recommended to review and update any necessary information, such as the registered agent or business address, when reinstating your LLC in New Mexico.
Will my EIN be affected when reinstating my LLC in New Mexico?
Your Employer Identification Number (EIN) will not be affected when reinstating your LLC in New Mexico.
Can I change the name of my LLC when reinstating it in New Mexico?
Yes, you have the option to change the name of your LLC when reinstating it in New Mexico by filing an Amendment to Articles of Organization along with your Application for Reinstatement.
What is the mailing address for filing the Application for Reinstatement in New Mexico?
The mailing address for filing the Application for Reinstatement in New Mexico is
Does my LLC need to be in good standing with the New Mexico Taxation and Revenue Department when reinstating it?
Yes, your LLC needs to be in good standing with the New Mexico Taxation and Revenue Department when reinstating it in order to avoid any delays or complications.
Can I reinstate my LLC in New Mexico if it has been voluntarily dissolved?
Yes, you can reinstate your LLC in New Mexico if it has been voluntarily dissolved by submitting the necessary paperwork and paying the required fees.
What are the steps to reinstate my LLC in New Mexico after it has been administratively dissolved?
The steps to reinstate your LLC in New Mexico after it has been administratively dissolved include filing an Application for Reinstatement, paying the reinstatement fee, and submitting any required documentation.
Can I reinstate my LLC in New Mexico if it has been involuntarily dissolved?
Yes, you can reinstate your LLC in New Mexico if it has been involuntarily dissolved by following the reinstatement process set forth by the New Mexico Secretary of State.
Do I need to obtain a certificate of good standing from the New Mexico Secretary of State when reinstating my LLC?
Yes, you will likely need to obtain a certificate of good standing from the New Mexico Secretary of State when reinstating your LLC to demonstrate that it is current and in compliance with state regulations.
What happens if I fail to file the required annual reports for my LLC in New Mexico?
If you fail to file the required annual reports for your LLC in New Mexico, the Secretary of State may administratively dissolve your LLC, requiring you to go through the reinstatement process.
Can I reinstate my LLC in New Mexico if it has been inactive for a period of time?
Yes, you can reinstate your LLC in New Mexico if it has been inactive for a period of time by following the necessary reinstatement procedures.
Will I receive a confirmation once my LLC is reinstated in New Mexico?
Yes, once your LLC is reinstated in New Mexico, you should receive a confirmation notice from the Secretary of State indicating that your LLC is back in good standing.
Can I access my reinstatement documents online in New Mexico?
Yes, you can access your reinstatement documents online through the New Mexico Secretary of State website once your LLC is reinstated.
What are the consequences of operating an LLC in New Mexico without it being reinstated?
Operating an LLC in New Mexico without it being reinstated can result in legal and financial consequences, including the loss of limited liability protection and potential fines.
What steps can I take to prevent my LLC from being administratively dissolved in New Mexico?
To prevent your LLC from being administratively dissolved in New Mexico, be sure to file your annual reports on time, maintain a registered agent, and keep your business address updated with the Secretary of State.
Can I reinstate my LLC in New Mexico if it has been dissolved for non-payment of annual fees?
Yes, you can reinstate your LLC in New Mexico if it has been dissolved for non-payment of annual fees by submitting the required forms and fees for reinstatement.
Can I appeal the administrative dissolution of my LLC in New Mexico?
Yes, you may be able to appeal the administrative dissolution of your LLC in New Mexico by following the procedures set forth by the Secretary of State and providing any necessary documentation to support your appeal.
Is it possible to expedite the reinstatement process for my LLC in New Mexico?
Yes, it may be possible to expedite the reinstatement process for your LLC in New Mexico by paying an additional fee for expedited processing.
Can I reinstate my LLC in New Mexico if it has been dissolved due to failure to maintain a registered agent?
Yes, you can reinstate your LLC in New Mexico if it has been dissolved due to failure to maintain a registered agent by appointing a new registered agent and following the reinstatement procedures.
Are there any specific requirements for reinstating a foreign LLC in New Mexico?
Yes, there may be additional requirements for reinstating a foreign LLC in New Mexico, such as providing a Certificate of Existence or Good Standing from the state where the LLC was formed.
Can I operate my LLC in New Mexico while the reinstatement process is being completed?
It is not recommended to operate your LLC in New Mexico while the reinstatement process is being completed, as doing so may jeopardize your limited liability protection and legal standing.
What forms do I need to file to reinstate my LLC in New Mexico?
Typically, you will need to file a form requesting reinstatement, along with any other required forms such as an annual report.
How much does it cost to reinstate an LLC in New Mexico?
The cost of reinstating an LLC in New Mexico varies depending on factors such as how long the LLC has been inactive and any fees owed.

Also Read

In Conclusion

LLC reinstatement or restoration in New Mexico mostly depends on the type of dissolution. If it is a voluntary dissolution by the members or managers, then probably the reinstatement won’t occur. However, the LLC reinstatement will be done for other types of involuntary dissolutions in New Mexico. As mentioned, you must submit the Certificate of Good Standing and updated Annual Report to the SOS to restore the LLC.

Besides, every LLC gets a certain time limit after dissolution. Within that period, reinstatement can be registered. In some states, there is no such time limit. Hence, they can file for restoration of their business any time after the dissolution process is completed. Though this article explains the DIY methods of filing your LLC reinstatement, it is highly recommended that you get professional help.

Always remember to meet state requirements consistently, which will prevent further involuntary dissolutions in the future and maintain the reputation of your company while at the same time preserving its basic features.

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