New Mexico: Voluntary LLC Dissolution and Cancellation Requirements

Requirements one by one

New Mexico has one dissolution filing, not a later cancellation

NMSA 1978 § 53-19-39 separates dissolution from completion of winding up. The
LLC stops ordinary business when dissolved but continues as a legal entity
until all business and affairs have been wound up.

Authorized wind-up persons file Articles of Dissolution under § 53-19-41. The
Act does not prescribe a second domestic-LLC cancellation or termination filing
after winding up. Completion of winding up—not the filing alone—is when §
53-19-39 says legal existence ends.

Majority voting power is the default approval

An event in the articles of organization or operating agreement can cause
dissolution. Otherwise, members holding a majority share of all members'
voting power must consent in writing. The organizational documents may replace
that default.

The written-consent requirement and voting-power denominator are both
important. This is not simply a majority headcount unless the LLC's voting
structure produces that result.

The articles do not require tax clearance

Section 53-19-41 lists the dissolution filing's contents. It does not require a
tax-clearance certificate, final return, tax-payment certification, or good-
standing document as an attachment. State tax, license, payroll, and account
closure obligations remain separate from the filing's legal effect.

Wind-up persons are designated by majority voting power

The articles or operating agreement may choose the wind-up actors. Otherwise,
members holding a majority of voting power designate one or more persons in
writing. If they make no designation, the members or managers who already have
management authority act.

The actors may litigate, complete pre-dissolution obligations, settle and close
the business, transfer property, discharge liabilities, and distribute the
remaining assets. After Articles of Dissolution are filed, only the persons
named in them have authority to bind or act for the LLC during winding up.

Known notice and publication are optional safe harbors

NMSA 1978 § 53-19-45 says a dissolved LLC “may” dispose of known claims through its
procedure. A compliant notice gives at least 120 days after filing or the later
effective date, and a claimant whose claim is rejected in writing has 90 days
from the rejection notice's effective date to sue.

Publication under § 53-19-46 is also elective. One newspaper notice in the
county of the current or former principal or registered office creates a three-
year action deadline for the covered claims. The process reaches claimants who
did not receive direct notice, timely claims left unresolved, and contingent
or post-dissolution-event claims.

Creditors and solvency come before the members

Section 53-19-44 puts creditor payment or adequate provision first, including
members who are creditors outside the distribution-creditor rule. Agreement-
controlled member and former-member liabilities follow, then the remainder is
distributed by adjusted contribution value unless the governing documents say
otherwise.

Sections 53-19-26 to -27 separately prohibit a distribution that fails the
cash-flow or fair-market-value solvency tests. Members or managers who approve
an excess distribution may be liable to the LLC, and a knowing recipient may
owe contribution.

Filing costs $25 and is online-only

NMSA 1978 § 53-19-63 sets a $25 fee for Articles of Dissolution or a revocation.
The Secretary of State says all business applications now use its online portal
and paper filings are no longer accepted.

The articles state the LLC name, organization and amendment dates, dissolution
event, optional later date certain, each wind-up person's name and address,
registered-agent-status confirmation, court-supervision status, and optional
additional information.

Filed articles may be revoked at any time

Section 53-19-41(D) permits filed Articles of Dissolution to be amended or
revoked at any time. Unless the amendment or revocation states otherwise, it
takes effect when delivered for filing. The fee statute charges $25 for the
revocation.

Until winding up is complete, the LLC continues only for that closing work.
Unbarred claims may reach its undistributed assets and, within § 53-19-46's
limits, the fair market value distributed to a member in winding up.

Statutes and sources

• NMSA 1978 §§ 53-19-39 and -41 — dissolution, continued existence, filing,
  authority, and revocation. Official Chapter 53 text
  (accessed July 28, 2026).
• NMSA 1978 § 53-19-42 — winding-up authority and powers. The section
  supplies the document-controlled and majority-designation rules and the
  closing powers. Official Chapter 53 text
  (accessed July 28, 2026).
• NMSA 1978 §§ 53-19-44 to -46 — asset order and optional claims procedures.
  These sections govern adequate provision, known notice, publication, claim
  bars, and recovery against remaining or distributed assets.
  Official Chapter 53 text
  (accessed July 28, 2026).
• NMSA 1978 §§ 53-19-26 to -27 — solvency and wrongful distributions.
  These provisions impose the cash-flow and fair-market-value tests and the
  approving-actor/knowing-recipient liability rules.
  Official Chapter 53 text
  (accessed July 28, 2026).
• NMSA 1978 § 53-19-63 — fee. Articles of Dissolution and revocation each
  cost $25. Official Chapter 53 text
  (accessed July 28, 2026).
• New Mexico Secretary of State Business Services — filing method. The
  agency requires business filings through its online portal and no longer
  accepts paper applications.
  Official page
  (accessed July 28, 2026).