New Mexico LLC Operating Agreement
The New Mexico LLC Operating Agreement is the core document that is referred to when issues
concerning a New Mexico limited liability company (“LLC”) need to be resolved.
The LLC
Operating Agreement is the most important document for your New Mexico LLC.
In the case of a single member LLC, without the formality
of an LLC Operating Agreement, the LLC can closely resemble
a sole proprietorship, which does not limit your personal
liability for business debts of the LLC.
With respect to a multi-member LLC, the LLC Operating Agreement reflects the agreement among the members with
respect to the affairs and management of the LLC and governs
the relationship amongst the members of the LLC. By having
an LLC Operating Agreement, the members will be provided
with a clear set of rules that all members have agreed upon
greatly reducing the likelihood of disagreement between
them in the future. A LLC Operating Agreement will also
greatly reduce financial and management misunderstandings,
and make sure your business is governed by your own rules
-- not default rules created by the state of New Mexico.
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Whether your LLC
will have one or more members, will be managed by its members
or by elected managers, or will be granting one or more
members an interest in the LLC for the performance of services,
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agreement tailored to the needs of your business.
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New Mexico LLC.
The LLC operating
agreement does not have to be filed with any state agency.
All states, including the state of New Mexico will enforce
valid operating agreements entered into among LLC members.
The operating agreement will only be enforced against the
persons who are parties to the agreement. Therefore, it
is extremely important that all members of an LLC sign the
operating agreement.
Your New
Mexico Limited Liability Company
LLC Filing Office
Public
Regulation Commission
Corporation Bureau
Chartered Documents Division
P.O. Box 1269
Santa Fe, NM 87504
Tel: 505-827-4722
www.nmprc.state.nm.us/corporations/corpshome.htm
Check Name Availability
Entity or Franchise Level Tax
New
Mexico does not require partnerships, LLCs taxable as partnerships,
or disregarded single-member LLCs to pay a general net worth
tax based on net income.
State LLC Act
The
New Mexico LLC Act is contained in Chapter 53, Article 19
of the New Mexico Statutes
The New Mexico LLC Act
Important Statutory
Rules
LLC Management
An
LLC is managed by its members unless the Operating Agreement
states that the LLC is to be managed by one or more managers.
Admission of Members
Unless
otherwise provided in the Operating Agreement, new interests
in the LLC must be issued with the written consent of all
the members. Unless otherwise provided in the Operating Agreement,
the admission of a transferee as a member must be approved
by the unanimous consent of all non-transferring members.
Amending the Operating Agreement
Unless
otherwise provided in the Operating Agreement, the approval
of a majority of the voting members is required to amend
the Operating Agreement.
Dissolution
Unless
otherwise specified in the Operating Agreement, approval
of a majority of the voting members is required to sell
all LLC assets or voluntarily dissolve the LLC.
Removal of Member
Unless
otherwise provided in the Operating Agreement, a member
must be removed by approval of other members.
GET A CUSTOMIZED NEW MEXICO
LLC OPERATING AGREEMENT IN MINUTES
