New Mexico: LLC Registered-Agent and Registered-Office Requirements
The short answer
A New Mexico LLC must maintain a New Mexico registered office and registered agent. The agent may be a resident individual or a qualifying domestic or authorized foreign corporation, LLC, or partnership whose New Mexico business place matches the registered office; the Act does not expressly resolve whether the represented LLC may name itself. Formation includes a separate agent-acceptance statement, resignation ends after 30 days or an earlier replacement, and a 30-day agent or change-filing default can trigger administrative revocation while alternate service remains available under the civil rules.
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This is the general rule in New Mexico. Ezel applies current New Mexico law to your specific facts and answers with citations to the statutes.
| Governing law and terminology | New Mexico Limited Liability Company Act plus Rule 1-004 NMRA; statute uses 'registered agent' and 'registered office' (NMSA 1978 §§ 53-19-1, 53-19-5; Rule 1-004(G)) |
|---|---|
| Continuous designation duty | LLC must maintain a New Mexico registered office and registered agent; articles state the initial office street address and agent name (§§ 53-19-5(A), 53-19-8(B)) |
| Eligible individual | Individual must be a New Mexico resident; Act states no separate age, citizenship, business-hours, or professional-license condition (§ 53-19-5(A)(2)(a)) |
| Eligible entity and self-service | Domestic corporation, LLC, or partnership with matching New Mexico business place, or authorized foreign counterpart, may serve; Act does not expressly say whether represented LLC itself may serve (§ 53-19-5(A)(2)(b)-(c)) |
| Registered office, address, and hours | Initial and changed office use a New Mexico street address; entity agent's business place must be the same address; no P.O.-box alternative or numbered availability hours stated (§§ 53-19-5, 53-19-8(B)) |
| Consent and initial filing | Organizer files signed articles naming the agent and office plus a separate statement by the appointed agent accepting appointment (§§ 53-19-8(B), 53-19-9(A), 53-19-12) |
| Change, resignation, and replacement | Company change statement includes current data, successor/place, same-address statement, and successor acceptance; effective on filing. Agent resignation ends on replacement or 30 days after SOS receipt (§ 53-19-5(B)-(E)) |
| Agent duties and service | Agent is designated for process; Act states no separate general forwarding deadline. Rule permits service on officer, managing/general/authorized agent, then person in charge at principal office, plus mail/courier routes (Rule 1-004(G)) |
| Lapse consequences and fallback service | 30 days without an agent, or 30 days without filing an agent/office change, permits administrative revocation; 2-year relation-back reinstatement. Court may order another reasonably calculated service method when rule methods cannot reasonably work (§§ 53-19-66.1 to -66.2; Rule 1-004(J)) |
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Requirements one by one
Governing law and terminology
NMSA 1978 § 53-19-1 names Article 19 the Limited Liability Company Act.
Section 53-19-5 uses registered office for the New Mexico location and
registered agent for the person or entity designated to receive process.
Current civil service mechanics appear in Rule 1-004 NMRA.
Continuous designation duty
NMSA 1978 § 53-19-5(A) requires the LLC to maintain both a registered office
and a registered agent in New Mexico. Under § 53-19-8(B), the articles state
the initial office's street address, the initial agent's name at that address,
and the current principal-business street address if it differs.
The registered office may be the principal place of business, but the Act does
not require those locations to be the same.
Eligible individual
An individual agent must be a New Mexico resident. Section 53-19-5(A) states no
separate minimum age, citizenship, professional-license, business-address, or
fixed-hours qualification for the individual.
A member, manager, owner, or employee may be named personally only if that
individual independently meets the New Mexico-residency rule.
Eligible entity and self-service
The domestic entity route covers a corporation, LLC, or partnership with a
New Mexico place of business identical to the registered office. A foreign
corporation, LLC, or partnership must be authorized to transact business in New
Mexico and have the same co-located New Mexico business place.
The text says “a domestic ... limited liability company” rather than “another”
LLC, but it does not separately state that the represented LLC may appoint
itself. This page therefore reports the entity list without treating entity
self-service as expressly confirmed or prohibited.
Registered office, address, and hours
Sections 53-19-5(B) and 53-19-8(B) repeatedly require a street address for
the office and the agent's business place. The entity agent's place of business
must match the registered office. The cited provisions do not supply a mailing-
only or P.O.-box alternative.
The Act states no numbered availability window or “ordinary business hours”
condition for the registered office. Rule 1-004 uses regular business hours
only for its secondary principal-office delivery route when the named service
recipients are unavailable.
Consent and initial filing
The organizer files the signed articles and a separate statement from the
appointed agent accepting the appointment. NMSA 1978 § 53-19-9(A)(2) makes
that acceptance part of the formation filing, not an optional private record.
Under § 53-19-12, the organizer signs before the LLC is formed and states the
signer's name and capacity. The Secretary of State now requires business
applications to be submitted through its online portal.
Change, resignation, and replacement
An LLC-initiated change statement identifies the LLC, current agent, current
office, and the replacement or new address. A successor agent supplies a
statement accepting appointment, and the successor's business-place address
must match the registered office. The change takes effect when the Secretary of
State files a conforming statement.
An agent can change the registered-office address for represented LLCs after
written notice and an agent-signed filing. For resignation, the agent delivers
a written notice in duplicate. The Secretary of State mails a copy to the
LLC's recorded principal place of business, and the appointment ends on the
earlier of a successor's effective appointment or 30 days after the Secretary
receives the resignation.
Agent duties and service
Section 53-19-5 designates the agent for service of process. Unlike statutes
that separately regulate an agent's forwarding work, Article 19 states no
general forwarding deadline or broader notice-and-demand forwarding duty for
the private agent.
Rule 1-004(G) permits service on the LLC through an officer, managing or general
agent, or another agent authorized by appointment, law, or rule. If those
recipients are unavailable, process may be delivered during regular business
hours to the person in charge at the principal office or place of business.
The rule also permits its specified mail or commercial-courier route.
Lapse consequences and fallback service
Under NMSA 1978 § 53-19-66.1, the Secretary of State may administratively revoke
the LLC after 30 days without appointing and maintaining a registered agent.
The same 30-day trigger applies after an office or agent change when the LLC
does not file the required statement.
The revocation does not create a shield from service. Rule 1-004(G) preserves
the officer, agent, principal-office, mail, and courier routes. If service
cannot reasonably be made by the rule's ordinary methods, Rule 1-004(J) permits
a court order for another method or combination reasonably calculated to give
notice, including publication.
A revoked LLC may apply for reinstatement within two years after revocation.
When effective, reinstatement relates back to the revocation date and the LLC
resumes business as if revocation had not occurred.
What trips people up
The agent must separately accept at formation. Naming the agent in the
articles is not the whole filing; § 53-19-9(A)(2) requires the appointee's
acceptance statement as well.
Domestic-LLC fallback is a court-rule sequence, not an automatic Secretary-of-
State-agent clause. Rule 1-004 reaches officers and authorized agents, then a
person in charge at the principal business location, and permits court-approved
alternate service when ordinary methods cannot reasonably work.
Resignation and revocation use different 30-day clocks. Resignation ends 30
days after the Secretary receives it unless a successor takes over first. The
separate revocation provision applies after 30 days without maintaining an
agent or without filing a required change.
Common questions
Can the registered office differ from the principal business address? Yes.
The statute allows the registered office to be the principal place but does not
require that choice; the articles state both when they differ.
Can an agent change the address for represented LLCs? Yes. After written
notice, § 53-19-5(C) permits an agent-signed filing that changes the registered-
office address for represented companies.
Does administrative revocation permanently end the LLC? Not necessarily.
Section 53-19-66.2 provides a two-year application window and relation-back
reinstatement when the statutory conditions are met.
Statutes and sources
- NMSA 1978 §§ 53-19-1, 53-19-5, 53-19-8 to -9, and 53-19-12 — Act name,
continuous office and agent, eligibility, street addresses, changes,
resignation, articles, acceptance, and execution.
https://nmonesource.com/nmos/nmsa/en/4400/1/document.do
(accessed 2026-07-27) - NMSA 1978 §§ 53-19-66.1 to -66.2 — 30-day administrative-revocation
grounds and two-year relation-back reinstatement.
https://nmonesource.com/nmos/nmsa/en/4400/1/document.do
(accessed 2026-07-27) - Rule 1-004(G), (J) NMRA — LLC service recipients, principal-office
delivery, mail/courier service, and court-approved alternate methods.
https://supremecourt.nmcourts.gov/wp-content/uploads/sites/2/2025/10/Rule-1-004-NMRA.pdf
(accessed 2026-07-27) - New Mexico Secretary of State — Business Services — current online-only
filing instruction.
https://www.sos.nm.gov/business-services/
(accessed 2026-07-27)
Source links
Every statute quoted above, linked, with the date we checked it.
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