How to Reinstate an LLC in New Mexico

How reinstatement works in New Mexico

Because New Mexico LLCs file no annual report, they are not revoked for missing one. The Secretary of State revokes an LLC only under NMSA 53-19-66.1, when it has gone 30 days without a registered agent or failed to report an agent or office change within 30 days. Reinstatement is governed by NMSA 53-19-66.2 and must be requested within 2 years of the revocation's effective date. The application states the LLC's name and revocation date, affirms that the problem has been fixed or never existed, and confirms that the name still meets the state's naming rules. Once approved, the Secretary of State cancels the revocation and issues a certificate of reinstatement that relates back to the revocation date, so the company is treated as if it never lost its status. There is no catch-up of back report fees. After the 2-year window, the statute provides no reinstatement path, so owners usually have to form a new LLC.

Steps to reinstate a New Mexico LLC

1. Appoint a registered agent and correct the registered agent or office record that caused the revocation
2. File an application stating the LLC's name and the effective date of revocation
3. State that the grounds for revocation either did not exist or have been eliminated
4. Confirm that the LLC's name still meets New Mexico's name requirements (NMSA 53-19-3)
5. Form to use: Application for Reinstatement (LLC), filed through the New Mexico Business Portal.
6. Online through the New Mexico Business Portal at enterprise.sos.nm.gov, under the Forms section after logging in.

What happens to the LLC and its name

• Effect: Under NMSA 53-19-66.2, reinstatement takes effect as of the effective date of revocation, and the LLC resumes business as if the revocation had never occurred.
• Your LLC name: The application must confirm the name still satisfies NMSA 53-19-3, so if another entity registered a name that is not distinguishable during the revocation, the LLC may need a different name.

Reinstatement in New Mexico and nearby states

Mistakes that slow down a New Mexico reinstatement

• Applying for reinstatement without first appointing a working registered agent, since the application must state that the grounds for revocation have been eliminated.
• Waiting past the 2-year window in NMSA 53-19-66.2, after which the revoked LLC cannot be reinstated.
• Mailing a paper application, when New Mexico now accepts business filings only through the online Business Portal.