How much does it cost to dissolve a New Mexico LLC?

Articles of Dissolution are $25 online through the SOS Enterprise portal. New Mexico does not accept paper filings and does not offer a paid expedite tier. There is no tax clearance fee and no annual report catch-up, because New Mexico LLCs do not file annual reports. A clean closure runs $25 in SoS fees, plus any outstanding GRT or corporate tax obligations with TRD.

How long does New Mexico LLC dissolution take?

Standard online processing is 1 to 3 business days through the Enterprise portal at $25. There is no paid expedite because the standard turnaround is already fast. Factor in time to close any Gross Receipts Tax (TAP) accounts or final CIT-1 returns separately with the Taxation and Revenue Department; those take a few additional weeks depending on account complexity.

Do I need a tax clearance certificate in New Mexico?

No. The Taxation and Revenue Department does not issue or require a clearance certificate before the Secretary of State will accept Articles of Dissolution. The LLC still has to file final Gross Receipts Tax returns through TAP if it collected GRT during operations, and final corporate franchise tax returns if it elected C-corp or S-corp treatment, but no clearance document is attached to the SoS filing.

What vote is needed to dissolve a New Mexico LLC?

The operating agreement controls under NMSA 1978 Section 53-19-39. Absent contrary provisions, the default is written consent of all members under the New Mexico LLC Act. Document the vote in a written consent before filing. See New Mexico LLC formation for background on Chapter 53 Article 19.

Do I have to catch up any missed annual reports?

No. New Mexico does not require LLCs to file annual or biennial reports, so there is nothing to catch up on the SoS side. This is one of the features that makes New Mexico attractive for anonymous-LLC strategies and low-maintenance holding structures. The $25 Articles of Dissolution is the only SoS fee involved in closure.

What happens if I just stop using the LLC?

New Mexico does not have an annual report enforcement mechanism, so the LLC stays on record indefinitely without an administrative dissolution trigger. That sounds convenient, but it keeps the entity exposed to future creditor claims, successor tax liability, and any GRT or corporate filing obligations tied to the EIN. Filing the $25 Articles of Dissolution is the only way to cut off ongoing exposure cleanly.

Do I still need to notify the IRS?

Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. File IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by letter. The IRS close-a-business page covers the federal steps.

Dissolve a New Mexico LLC: $25 online, 1-3 day turnaround

$25 Filing fee Articles of Dissolution

Online only Filing path No paid expedite

3 business days online Approval time

Not required Tax clearance

The quick read on dissolving a New Mexico LLC

At $25, New Mexico's dissolution fee is below the national average of $46, closer to the free end of the spectrum. New Mexico accepts the dissolution filing online-only, with online approvals in about 3 business days. There is no formal tax clearance requirement, so the filing itself is the bottleneck rather than tax review.

Dissolution is a procedural filing, not a tax audit. The Secretary of State's job is limited to confirming the document is properly completed and the LLC is in good standing. What matters most for New Mexico filers is the order of operations: vote, file, and close the federal side. Each step is simple individually; doing them out of order or skipping the federal step is what causes problems years later.

Dissolution steps in New Mexico

The state-specific procedure, in order. Skip any step and the state's dissolution filing will be rejected or left incomplete.

Member vote to dissolve
New Mexico's LLC statute calls for a per operating agreement member vote to dissolve, unless your operating agreement specifies a different threshold. Document the vote in meeting minutes or a written consent.
File the Articles of Dissolution with New Mexico Secretary of State, Business Services Division
Filing fee is $25. Online filing is available through the state portal.
Close federal tax obligations with the IRS
File the final federal return, check the "final return" box, and file Form 966 if the LLC had C-corp tax treatment. Close the EIN by writing to the IRS. See the IRS close-a-business page for the full federal checklist.
Cancel other registrations
Sales tax permits, employer accounts, business licenses, fictitious-name registrations, and foreign-qualification filings in other states all need to be wound down separately from the LLC dissolution itself. The state won't do this automatically.

How this plays out in New Mexico

Start with the member vote. Under NMSA 1978 Section 53-19-39, the events of dissolution are set by the operating agreement first; absent contrary provision, written consent of all members is required under the New Mexico LLC Act. Document the consent in writing before filing.

File Articles of Dissolution through the New Mexico SOS Enterprise portal at $25 total. All New Mexico business filings moved to online-only as of December 9, 2024, so paper filings are no longer accepted. Standard processing runs 1 to 3 business days. There is no paid expedite tier because the standard turnaround is already quick.

Close New Mexico taxes if applicable. Default pass-through LLCs owe no state-level franchise tax. LLCs that collected Gross Receipts Tax (GRT, 4.875% statewide base plus local add-ons that push combined rates to 6.5% to 9%) must file final GRT returns and close the TAP account. A C-corp or S-corp election triggers a final CIT-1 or S-Corp return and closes the $50 franchise tax account. Close federal next: final IRS return marked final, Form 966 within 30 days for C-corps, and a written EIN closure letter.

What a clean New Mexico dissolution actually costs

The Secretary of State fee is rarely the biggest line item. For most New Mexico LLC owners, the real cost is a combination of the filing fee, outstanding state tax, federal closure, and any foreign-LLC wind-downs in other states.

Cost component	Amount	Notes
Base Secretary of State filing	$25	Filed with New Mexico Secretary of State, Business Services Division
Final federal return (DIY)	Free	Or $200 to $800 if a CPA prepares it
Foreign-LLC withdrawals (if any)	$10 to $125 per state	Each state where you qualified as foreign LLC

How New Mexico compares to other states

At $25, New Mexico's dissolution fee is below the national average of $46, closer to the free end of the spectrum. Across all 51 US jurisdictions, the median dissolution fee is $30 and the average is $46; fees cluster between $0 and $75, with Delaware and DC at the $220 top end. By fee ranking, New Mexico sits at #23 from cheapest to most expensive.

Filing path matters as much as the fee. New Mexico's online-only dissolution process means faster processing than mail-only states, but no paper filing option. New Mexico does not impose a formal tax clearance check, which shortens the overall timeline compared to states that do.

Requirements at a glance

Tax clearance required No clearance step required by state

Public notice required No publication requirement

Member vote standard per operating agreement

per operating agreement

Attorney required DIY filing permitted

Online filing https://enterprise.sos.nm.gov/

Yes

Mail filing Not accepted

Common pitfalls

The first New Mexico-specific trap is looking for a paper form. The state moved to online-only for all business filings in December 2024, and the Secretary of State no longer accepts mailed forms for LLCs. Third-party guides that reference mailing addresses or PDF forms are out of date. Create an Enterprise portal account, locate the LLC, and file the $25 Articles of Dissolution through the portal.

The second pitfall is forgetting about the Gross Receipts Tax account. New Mexico does not have a standard sales tax; it has GRT, which is imposed on the seller rather than the buyer and applies more broadly (including to many services and B2B transactions). LLCs that collected GRT during operations need to file final GRT returns and close the TAP account separately from the SoS filing. Leaving the TAP account open generates non-filing notices and estimated assessments long after the LLC is dissolved.

What happens after the state accepts your filing

Once the Secretary of State accepts Articles of Dissolution, the LLC is dissolved under NMSA 1978 Chapter 53 Article 19 and no further state filings are required. New Mexico has no annual report requirement for LLCs, so there is nothing to keep accruing at the SoS level. The state does not publish a specific holding period before the name becomes available, so another filer can register a new entity under the same name after dissolution posts. Keep the LLC's books, bank records, and tax filings for at least seven years to cover New Mexico's 3-year general assessment statute plus the federal 6-year extended statute. LLCs that had New Mexico employees should close the Department of Workforce Solutions unemployment account separately.

Documents and filings checklist

Written consent or meeting minutes
Record the member vote to dissolve. Keep with corporate records.
Articles of Dissolution
Filed with $25 fee at New Mexico Secretary of State, Business Services Division.
Final federal return
Form 1065 (multi-member), Schedule C on 1040 (single-member), or 1120/1120-S if corp-taxed. Check the "final return" box.
IRS Form 966
Only if the LLC had C-corp tax treatment. Due within 30 days of the dissolution resolution.
IRS EIN closure letter
Sent to the IRS requesting the EIN be closed. See the IRS close-a-business checklist.
State tax permit cancellations
Sales tax, employer withholding, unemployment insurance. Each is a separate filing with the state tax and labor agencies.
Foreign-LLC withdrawals
Certificate of Withdrawal filed with each state where the LLC was registered to do business as a foreign LLC.

Filing agency

New Mexico Secretary of State, Business Services Division

Website: www.sos.nm.gov/business-services
Phone: (505) 827-3600
Email: Business.Services@sos.nm.gov
Mail: New Mexico Capitol Annex North, 325 Don Gaspar, Suite 300, Santa Fe, NM 87501
Hours: 8:00 AM to 5:00 PM Mountain, Monday to Friday

Frequently Asked Questions

How much does it cost to dissolve a New Mexico LLC?

Articles of Dissolution are $25 online through the SOS Enterprise portal. New Mexico does not accept paper filings and does not offer a paid expedite tier. There is no tax clearance fee and no annual report catch-up, because New Mexico LLCs do not file annual reports. A clean closure runs $25 in SoS fees, plus any outstanding GRT or corporate tax obligations with TRD.
How long does New Mexico LLC dissolution take?

Standard online processing is 1 to 3 business days through the Enterprise portal at $25. There is no paid expedite because the standard turnaround is already fast. Factor in time to close any Gross Receipts Tax (TAP) accounts or final CIT-1 returns separately with the Taxation and Revenue Department; those take a few additional weeks depending on account complexity.
Do I need a tax clearance certificate in New Mexico?

No. The Taxation and Revenue Department does not issue or require a clearance certificate before the Secretary of State will accept Articles of Dissolution. The LLC still has to file final Gross Receipts Tax returns through TAP if it collected GRT during operations, and final corporate franchise tax returns if it elected C-corp or S-corp treatment, but no clearance document is attached to the SoS filing.
What vote is needed to dissolve a New Mexico LLC?

The operating agreement controls under NMSA 1978 Section 53-19-39. Absent contrary provisions, the default is written consent of all members under the New Mexico LLC Act. Document the vote in a written consent before filing. See New Mexico LLC formation for background on Chapter 53 Article 19.
Do I have to catch up any missed annual reports?

No. New Mexico does not require LLCs to file annual or biennial reports, so there is nothing to catch up on the SoS side. This is one of the features that makes New Mexico attractive for anonymous-LLC strategies and low-maintenance holding structures. The $25 Articles of Dissolution is the only SoS fee involved in closure.
What happens if I just stop using the LLC?

New Mexico does not have an annual report enforcement mechanism, so the LLC stays on record indefinitely without an administrative dissolution trigger. That sounds convenient, but it keeps the entity exposed to future creditor claims, successor tax liability, and any GRT or corporate filing obligations tied to the EIN. Filing the $25 Articles of Dissolution is the only way to cut off ongoing exposure cleanly.
Do I still need to notify the IRS?

Yes. File a final federal return for the LLC (Form 1065 for multi-member, Schedule C on Form 1040 for single-member, Form 1120 or 1120-S if the LLC elected corporate treatment), check the final return box, and distribute any remaining balances. File IRS Form 966 within 30 days of the dissolution resolution if the LLC had C-corp treatment, and close the EIN by letter. The IRS close-a-business page covers the federal steps.
How long does LLC dissolution take in New Mexico?

Online filings are processed in about 3 business days through the state portal.
Can I file the Articles of Dissolution online?

Yes. New Mexico accepts LLC dissolution filings online through the state portal. Online is the only accepted filing path; paper mail is not processed.
What vote is required to dissolve a New Mexico LLC?

New Mexico's LLC statute specifies a per operating agreement member vote to dissolve, unless the operating agreement sets a different threshold. Most LLCs follow the statutory default. Document the vote in a written consent or meeting minutes before filing any dissolution paperwork.
Does dissolution close my federal tax obligations?

No. The New Mexico Secretary of State does not notify the IRS. You have to close the federal side separately: file a final federal return marked as "final," file IRS Form 966 within 30 days if the LLC had C-corp tax treatment, and close the EIN by writing to the IRS. The EIN stays on file forever; closing it flags the entity as inactive so automated notices stop. See the IRS close-a-business page for the full federal checklist.
Will my LLC name become available for someone else to use after dissolution?

In most cases yes. New Mexico typically releases the LLC name back to the general pool once the dissolution filing is accepted, and a third party can register a new entity under the same name shortly thereafter. If preserving the brand matters, keep a minimal LLC active or register the business name as a trademark.

New Mexico LLC formationOpen the New Mexico LLC guide →
All dissolution guidesBack to dissolution hub →
IRS close-a-business checklistFederal side of closing an LLC →

Sources

Filing fee: law.justia.com/codes/new-mexico/chapter-53/article-19/section-53-19-63… · verified April 21, 2026
NMSA 1978 Section 53-19-63 (Filing, service and copying fees) sets the fee for filing articles of dissolution under the New Mexico LLC Act at $25.00.
File online: enterprise.sos.nm.gov/ · verified April 21, 2026
All New Mexico business filings moved to online-only as of December 9, 2024. Articles of Dissolution must be filed through the SOS Enterprise portal at enterprise.sos.nm.gov; paper filings are no longer accepted. Typical processing time for online filings is 1-3 business days.
Tax clearance required: www.tax.newmexico.gov/businesses/ · verified April 21, 2026
New Mexico Taxation and Revenue Department does not require a tax clearance certificate before the Secretary of State will accept Articles of Dissolution. Default pass-through LLCs do not owe New Mexico corporate franchise tax, so no clearance is applicable. LLCs with New Mexico gross receipts tax (GRT) accounts must still file final GRT returns and close their TAP accounts, but no clearance is attached to the dissolution filing.
Member vote standard: nmonesource.com/nmos/nmsa/en/item/4400/index.do · verified April 21, 2026
NMSA 1978 Chapter 53, Article 19 (New Mexico Limited Liability Company Act). Section 53-19-39 (Events of dissolution) defers to the operating agreement; absent contrary provision, dissolution occurs by the written consent of all members.
Expedited: www.sos.nm.gov/business-services/ · verified April 21, 2026
New Mexico Secretary of State does not publish a separate expedited tier for LLC dissolution filings. Standard online processing averages 1-3 business days.
Irs closure url: www.irs.gov/businesses/small-businesses-self-employed/closing-a-busine… · verified April 21, 2026
IRS closing-a-business checklist: final federal returns, employment tax deposits, and EIN account closure.

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How to dissolve a New Mexico LLC