New Mexico requires most registered business entities to file an Annual Report (or Biennial Report for some older entities/reports) with the New Mexico Secretary of State, Business Services Division. This report updates the state with current information about your entity, helping to maintain its active status and good standing. The specific due date and frequency depend on your entity type. Effective December 9th, 2024, all business filings with the New Mexico Secretary of State MUST be done online.
In addition to this, there are annual tax-related filings with the New Mexico Taxation and Revenue Department and specific requirements for charitable organizations with the New Mexico Department of Justice.
Why is it important to file? Maintaining good standing with the State of New Mexico is crucial for your entity’s legal operation. Failure to comply with these filing requirements can lead to severe penalties and negative consequences, including:
Late Fee: A $200.00 late filing penalty applies to corporations and a $10.00 late fee applies to non-profits for their respective annual reports with the Secretary of State. The Department of Justice also assesses a $100 penalty for late charitable reports.
Administrative Cancellation/Revocation: If the required report is not filed within 60 days after written notice of failure to file is mailed to the corporation’s registered address, your domestic entity’s certificate of incorporation may be canceled, or your foreign entity’s authority to transact business in New Mexico may be revoked.
Loss of Liability Protection: For LLCs and corporations, administrative cancellation/revocation can lead to the loss of personal liability protection for the owners and managers, potentially exposing personal assets to business debts and lawsuits.
Loss of Name Protection: Your entity’s name may become available for others to use.
Inability to Conduct Business: A canceled or revoked status can hinder your ability to legally enter into contracts, maintain bank accounts, or defend yourself in New Mexico courts.
Complex Reinstatement: Reinstatement is a time-consuming and often costly process, requiring the filing of all delinquent reports and payment of all accumulated fees and penalties.
Specific Requirements by Entity Type in New Mexico:
For Most Business Entities (LLC, Corporation, Non-Profit) in New Mexico:
Annual Report (New Mexico Secretary of State):
Frequency: Annually or Biennially depending on entity type (see below).
Filing Method:ALL filings are now online through the New Mexico Secretary of State’s online portal (https://enterprise.sos.nm.gov/).
Information Required: Entity’s legal name, New Mexico Entity ID number, current principal office mailing address, current Registered Agent information (name and street address), and information on the entity’s governing persons (e.g., officers/directors for corporations/non-profits; members/managers for LLCs).
For Corporations (For-Profit & Professional) in New Mexico:
In addition to the Annual Report (or Biennial Report for some older corporations):
Annual Report Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., May 15th for calendar year filers).
Filing Fee for Annual Report:$25.00.
Late Penalty (Secretary of State): A $200.00 late fee is incurred if not filed by the due date.
New Mexico Corporate Income and Franchise Tax (New Mexico Taxation and Revenue Department – Form CIT-1):
Frequency: Annually.
Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., April 15th for calendar year filers).
Franchise Tax: A $50.00 annual Franchise Tax is imposed for the privilege of exercising your corporate franchise in New Mexico, regardless of income. This is reported on the same form as the income tax.
Extensions: Extensions to file income tax returns are generally available. However, any tax due must still be paid by the original due date to avoid penalties and interest. Late payment penalties are 2% per month or partial month to a maximum of 20% on the unpaid principal of tax due.
For Limited Liability Companies (LLCs) in New Mexico:
In addition to the Annual Report (or Biennial Report for some older LLCs):
Annual Report Due Date: By the 15th day of the 4th month following the close of your taxable year (e.g., May 15th for calendar year filers).
Filing Fee for Annual Report:$25.00.
Late Penalty (Secretary of State): A $200.00 late fee is incurred if not filed by the due date.
New Mexico Income Tax: LLCs are generally treated as pass-through entities for New Mexico income tax purposes (unless they elect to be taxed as corporations).
Single-Member LLCs (Disregarded): Income and losses are reported on the owner’s individual New Mexico income tax return (Form PIT-1 for residents, Form PIT-1NP for non-residents). No separate state-level return is typically filed by the LLC itself.
Multi-Member LLCs (Partnership-Taxed): If your LLC is a multi-member LLC taxed as a partnership, it generally needs to file Form RPD-41074, New Mexico Partnership Income Tax Return, with the New Mexico Taxation and Revenue Department. This is an informational return. Nonresident member withholding or composite tax payment may apply.
Pass-Through Entity (PTE) Tax Election: For tax years beginning on or after January 1, 2021, a partnership or S corporation (including LLCs electing partnership or S-Corp treatment) may annually make an irrevocable election to pay tax at the entity level. If this election is made, the LLC would pay tax at the entity level. The election is made on a timely filed tax return, including extensions.
Corporate-Taxed LLCs: If your LLC has elected to be taxed as a C-corporation for federal purposes, it will file Form CIT-1 and be subject to New Mexico corporate income and franchise taxes.
For Partnerships (General Partnerships, Limited Partnerships, Limited Liability Partnerships, Limited Liability Limited Partnerships) in New Mexico:
Annual Report Requirement (New Mexico Secretary of State):
General Partnerships (GPs) & Limited Partnerships (LPs) & Limited Liability Limited Partnerships (LLLPs): Generally, these entity types are NOT required to file an annual or biennial report with the New Mexico Secretary of State.
Limited Liability Partnerships (LLPs): LLPs ARE required to file an Annual Report.
Due Date: Between January 1st and April 1st of each year.
Filing Fee:$25.00.
Late Penalty (Secretary of State): A $200.00 late fee is incurred if not filed by the due date.
New Mexico Pass-Through Entity Income Tax Return (New Mexico Taxation and Revenue Department – Form RPD-41074):
Frequency: Annually.
Due Date: By the 15th day of the 3rd month following the close of your taxable year (e.g., March 15th for calendar year filers).
Note: This is generally an informational return. Partnerships are usually pass-through entities, and the partners pay tax on their share of the income. Nonresident partner withholding or the Pass-Through Entity (PTE) Tax Election (as described for LLCs above) may apply. Late payment penalties are 2% per month or partial month to a maximum of 20% on the unpaid principal of tax due.
For Non-Profit Corporations in New Mexico, please also note the following:
In addition to the Secretary of State filing:
Annual Report (New Mexico Secretary of State):
Frequency: Annually.
Due Date: By the 15th day of the 4th month after the organization’s fiscal year ends.
Filing Fee:$10.00.
Late Penalty (Secretary of State): A $10.00 late fee is incurred if not filed by the due date.
Charitable Organization Registration and Annual Report (New Mexico Department of Justice – Charitable Organizations and Solicitations Program):
If your non-profit solicits charitable contributions in New Mexico or holds significant charitable assets, you must generally register and file an annual report with the New Mexico Department of Justice, Charitable Organizations and Solicitations Program, unless specifically exempt (e.g., certain religious organizations, or those receiving less than $25,000 in contributions and not using a professional fundraiser).
Due Date: Annually, within 6 months after the close of the organization’s fiscal year (e.g., June 30th for a December 31st fiscal year-end). An extension may be requested online.
Filing Fee: The fee for the initial registration (Form NM-COROS) is $0.00. The annual renewal fee is also generally $0.00, but organizations with more than $500,000 in total revenue or more than $750,000 in total expenses (effective Jan 1, 2024) may have independent audit requirements that add cost.
Required Attachments: This renewal typically requires submitting information through their online portal (NM-COROS) along with a copy of your federal IRS Form 990 series return.
Penalties: A $100.00 penalty applies for failure to register, failure to file annual reports on time, and/or failure to make a timely request for an extension.
New Mexico Exempt Organization Business Income Tax (New Mexico Taxation and Revenue Department – Form CIT-1 if applicable):
Frequency: Annually, if applicable.
Applies if: Your non-profit has unrelated business taxable income (UBTI) that exceeds the federal filing threshold. If so, a New Mexico Corporate Income and Franchise Tax return (Form CIT-1) would be filed to report and pay tax on UBTI.
No other state-level income tax: Generally, if your non-profit has obtained 501(c) tax-exempt status from the IRS, it is also exempt from New Mexico corporate income and franchise tax purposes (unless it has UBTI).
Federal IRS Form 990 Series: As a federally tax-exempt organization, your non-profit must file an annual information return with the IRS (Form 990, 990-EZ, 990-PF, or 990-N, depending on your gross receipts and assets). This is typically due by the 15th day of the 5th month after your fiscal year ends (e.g., May 15th for a December 31st fiscal year-end).
What information is generally required for these filings? The various New Mexico filings typically require verification or updating of the following:
Your entity’s legal name and New Mexico Entity ID number.
The current principal office mailing address.
The name and physical street address of your New Mexico Registered Agent.
For Corporations and Non-Profits: Names and addresses of your principal officers and directors.
For LLCs: Names and addresses of managers (if manager-managed) or members (if member-managed).
Updated contact information for the entity.
For tax filings: Financial information (income, expenses).
For Non-Profits (Department of Justice): Confirmation of your federal tax-exempt status, details regarding any charitable solicitation activities, and financial information for charitable reporting.
How can we assist you? We understand that navigating these compliance requirements, especially with New Mexico’s online-only filing mandate and various due dates and penalties, can be complex. We are here to assist you with understanding and fulfilling your New Mexico compliance obligations. Our services for these filings include:
Determining your specific filing requirements and due dates.
Gathering the necessary information.
Preparing and accurately filing your Annual Reports with the New Mexico Secretary of State.
Assisting with the preparation and filing of your New Mexico tax returns (e.g., Corporate Income and Franchise Tax, Partnership Income Tax) (if applicable).
Preparing and filing any applicable non-profit charitable registrations and annual reports with the Department of Justice.
Arranging payment of the applicable fees/taxes.
Confirming receipt and good standing with the New Mexico Secretary of State and, if applicable, the Taxation and Revenue Department and Department of Justice.
What we need from you: To facilitate these filings, fill up the information sheet:
Please do not hesitate to contact us at your earliest convenience to discuss your New Mexico compliance obligations. We can help ensure your entity remains in good standing and avoids any potential adverse consequences.
