New Mexico Dissolution

Why do companies need to dissolve? –  Companies in New Mexico are state-registered. That is a requirement to start a business. Dissolution will put an end to all obligations with the state, including tax filings and report submissions. It will also protect you from future liabilities with claimants. The state requires businesses to file paperwork to formally report the New Mexico dissolution.

Who makes the decision to dissolve? – New Mexico LLCs can dissolve through the agreement of all members. Meanwhile, corporations can close through a shareholder vote on a resolution that the board of directors has approved. Another option for corporations is to get the written consent of the shareholders.

How long does it take to dissolve a business? – The way your company takes care of its responsibilities can affect the time frame. The sooner your members or shareholders come up with a final decision, the earlier you can start. Take care of all company obligations as soon as possible. When you finish all of these, your company will only have to wait for the Public Regulation Commission to process the documents. It may take up to 15 days or more.

To ensure that you have properly filed for New Mexio dissolution, follow the process that the state has set.

1. File Statement or Articles of Dissolution with the state – LLCs should file a completed Form DLLC-DV Articles of Dissolution. If your corporation is dissolving by consent of its shareholders, you should submit a copy of the written consent and a completed Statement of Intent to Dissolve by Written Consent of Shareholders. If your corporation’s dissolution is due to a resolution that the shareholders have voted on, submit a copy of the said resolution along with the Statement of Intent to Dissolve by Act of the Corporation. File all forms with the Public Regulation Commission. These should have original signatures and in duplicate. You should also include the filing fee.

2. Remove all liabilities and obligations – Your company has to take care of final matters, which include the settling of disputes, collection of assets, disposal of properties, create provisions to pay obligations, and distribute the remaining assets.

3. Give notice to any claimants – Inform all known creditors and claimants about the dissolution. This step will help in limiting your liability and allow your company to distribute its assets safely. Your company can send a written document to all known claimants to inform them about the deadline and the address where they can submit claims. To inform unknown claimants, your company can publish a notice in a newspaper.

4. Tax clearance – The state does not require LLCs to obtain tax clearance from the Department of Revenue. However, corporations will have to get three clearances that they will submit with the Articles of Dissolution. The corporation must fill out the necessary form and submit it to the corresponding agency. The certificates are as follows:

•       Certificate of No Tax Due from the Taxation and Revenue Department – Audit and Compliance
•       Certificate of Compliance from the Department of Workforce Solutions – Employment Security Division
•       Letter of Clearance from the Public Regulation Commission – Corporations Bureau/Corporate Report Compliance Division

5.  Close all bank accounts, credit lines, permits, and licenses – Contact or visit the bank in charge of your company’s accounts to close accounts and credit lines. You should also cancel your company’s permits and licenses with the agency where you acquired them.

New Mexico Office of Secretary of State
Phone Number:
505.827.4511

Address:
New Mexico Corporations Division
325 Don Gaspar Suite 300
Santa Fe, NM 87501