How to Dissolve an LLC in New Mexico: Complete 2026 Guide

How to Form an LLC: Step-by-Step

1. 1

   Vote to Dissolve

   Begin with the operating agreement, which governs how a New Mexico LLC decides to dissolve. Check it for the required vote, any notice the members owe each other, and any condition that has to be satisfied first. If the agreement is silent, get written consent signed by every member, because unanimous written consent forecloses any later argument about whether the decision was properly made. Then write it down as a dated resolution naming the company, recording the members' approval, and stating the effective date of dissolution. Two later steps depend on that resolution. The Articles of Dissolution themselves must state the event causing dissolution and the effective date, so the resolution is where those facts come from, and the deadline for known claimants under NMSA 53-19-45 runs from the effective date of dissolution.

   Pro tip: Decide who will have authority to wind the company up at the same meeting. The Articles of Dissolution ask for the name and address of each person with winding-up authority, so naming them now saves a second round of signatures.
2. 2

   File Articles of Dissolution (Form DLLC-DV) with the New Mexico Secretary of State

   New Mexico dissolves an LLC through Articles of Dissolution, Form DLLC-DV, filed with the Secretary of State under the New Mexico Limited Liability Company Act at NMSA 53-19-41. The statutory filing fee is $25 under NMSA 53-19-63, and that $25 is the whole state charge. All New Mexico business filings are now submitted electronically through the enterprise portal at https://enterprise.sos.nm.gov/forms/business, since the agency no longer accepts paper filings. Set expectations on timing honestly: the Secretary of State does not publish a standard processing-time service level for this filing, so the answer is that it varies. The content of the articles is prescribed. They must state the LLC's name, the filing dates of the articles of organization and any amendments, the event causing dissolution, the effective date, the name and address of each person with authority to wind up the company's affairs, and whether the winding up is court-supervised. Gather those details before you open the form.

   Pro tip: Pull your original articles of organization and every amendment before you start. The form asks for their filing dates, and hunting for them mid-session is the most common reason a straightforward $25 filing stalls.
3. 3

   Notify Creditors and Settle Debts

   New Mexico puts a firm number on known claimants. Under NMSA 53-19-45, the deadline stated in your written notice to a known claimant must be no less than 120 days from the effective date of dissolution, and if you reject a claim the claimant must sue within 90 days of the rejection notice. So write to every creditor you know of, state the amount you believe is owed, say where the claim should be sent, and give a deadline that respects the 120-day floor. Pay or reserve for each balance before a dollar reaches the members. On unknown claimants, be precise about what the law says rather than what other states do: under NMSA 53-19-46 an LLC may publish notice one time in a newspaper of general circulation to shorten the claim bar for unknown claimants to three years, but publication is optional and is not a condition of dissolution. New Mexico requires no publication to dissolve an LLC, just as it requires none to form one.

   Pro tip: Count the 120 days from the effective date of dissolution, not from the day you happen to post the letters. If notices go out late, the deadline you can lawfully state gets shorter, not the statutory floor.
4. 4

   Close New Mexico State Tax Accounts

   File your final New Mexico returns and close each state tax account the LLC actually holds with the New Mexico Taxation and Revenue Department. For most New Mexico businesses that means gross receipts tax, along with withholding if the company ran payroll, and any compensating tax registration. Mark the returns final rather than simply stopping, because a live account keeps generating filing obligations and late penalties after the business has gone quiet, and those follow the company rather than expiring quietly. Here is the point worth stating plainly, because it is where people waste weeks: the Secretary of State does not require a tax clearance certificate from the Taxation and Revenue Department as a precondition to filing Articles of Dissolution. The agency's own instruction sheet lists only the $25 fee and the signed articles. Closing your tax accounts remains the right thing to do and protects you from later assessments, but no clearance letter has to arrive before you can file.

   Pro tip: Close the tax accounts in the same stretch of work as the dissolution filing. Leave it, and the next gross receipts period opens, leaving you filing a zero return for a company that no longer exists.
5. 5

   Deactivate Your EIN with the IRS

   The IRS cannot cancel an EIN, but it can deactivate it once any outstanding returns are filed and taxes owed are paid. See the FAQ below for the letter and mailing addresses. File the final federal returns before the deactivation letter goes out. A multi-member LLC taxed as a partnership files a final Form 1065 with the final return box checked and issues final Schedules K-1; an LLC taxed as a corporation files Form 1120 or 1120-S, also with the final return box checked; a single-member LLC that never elected corporate treatment reports on the owner's return. If the company had employees, the final employment tax returns come first.

   Pro tip: Keep the deactivation letter and proof of mailing together.
6. 6

   Distribute Remaining Assets to Members

   Creditors are paid first and members last. Settle or reserve for every known debt, including tax balances, then distribute what remains to members according to the operating agreement, which controls the percentages and any liquidation waterfall the members agreed to. Where a known claimant's 120-day window under NMSA 53-19-45 is still open, hold a reserve rather than distributing against an estimate, because money paid out is hard to recover once it is in a member's personal account. Record every distribution with the date, the amount, the recipient and the ownership percentage it represents. Property counts the same as cash: transferring a vehicle, tools, or a domain name to a member is a distribution and needs the same documentation as a cheque.

   Pro tip: Have each member sign a short receipt confirming what they received and that it was a liquidating distribution. It costs nothing and settles the question of who got what before anyone has a reason to argue.
7. 7

   Confirm Dissolution is Complete

   Because the state does not commit to a processing time, checking is the only way to know where you stand. Look up the company in the Secretary of State's business search through the enterprise portal and confirm the Articles of Dissolution appear in the filing history and the entity status has changed. The portal returns confirmation for electronic filings; download it and keep a copy somewhere other than the filing account. Then hold the whole package together: the members' dissolution resolution, the filed Articles of Dissolution, the written notices to known claimants and any responses, the final federal and New Mexico returns, the EIN deactivation letter, and the member distribution receipts. Keep it for at least seven years. A rejected claimant has 90 days to sue, and where no notice was published, unknown claims can arrive considerably later.

   Pro tip: Save the filed Articles of Dissolution as a PDF before you close the business bank account. Banks ask for proof of dissolution, and getting a copy afterward is slower than saving one today.

Winding-Up Checklist

• Cancel all New Mexico business licenses and permits

  Cancel every state, municipal and industry license or permit the LLC held, with the body that issued each one. Each renews on its own schedule, so one left open keeps billing after the company has closed.

• Close business bank accounts

  Close accounts only after creditors are paid and the final distributions have cleared. Download the complete statement history first and ask for written confirmation of closure, because access usually ends the day the account does.

• Cancel business insurance policies

  Notify each carrier in writing with the dissolution date and ask about refunds of unearned premium. For professional liability, ask specifically whether tail coverage is worth buying, since claims can arrive after the policy period ends.

• Notify vendors, suppliers, and customers in writing

  Send dated written notice stating that the company is dissolving, where to send a final invoice, and by when. Where the recipient is also a known claimant, use a single letter that meets the statutory notice rather than two that say different things.

• File final payroll tax returns and W-2s (if you had employees)

  File the final federal employment tax returns, issue W-2s to every employee, and close the LLC's New Mexico withholding and unemployment accounts. An open payroll account keeps generating filing obligations even at zero wages.

• Retain business records per New Mexico retention requirements

  Keep the dissolution resolution, filed Articles of Dissolution, creditor notices, tax returns and distribution records for at least seven years. A rejected claimant has 90 days to sue and unknown claims can surface later, so the file has to outlast the company.