Requirements To Register A Foreign Limited Liability Company Form printable pdf download

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FOREIGN LLC REGISTRATION

PUBLIC REGULATION COMMISSION

CORPORATIONS BUREAU

CHARTERED DOCUMENTS DIVISION

P.O. BOX 1269

SANTA FE, NEW MEXICO 87504-1269

(505) 827-4511

REQUIREMENTS TO REGISTER A FOREIGN LIMITED LIABILITY COMPANY

(53-19-47 TO 53-19-56)

FILING FEES: Application for Certificate of Registration, $100 (submit a signed original of the

application, together with a duplicate copy which may be either signed or photocopied; the duplicate copy

and a Certificate of Registration will be returned for the company’s records). The following fees apply only

if you want an additional copy or copies to be certified: $25 per certified copy; if you do not provide the

extra copy a reproduction fee of $1 per page, minimum $10 is charged in addition to the $25 certification

fee. Payment of fees must be made by check or money order, made payable to the New Mexico Public

Regulation Commission or NMPRC. The PRC does not accept cash payment for any fees.

PURPOSE OF FILING: Before transacting business in New Mexico, a foreign limited liability company

shall register with the commission. The following activities of a foreign limited liability company, among

others, do not constitute transacting business within the meaning of the New Mexico Limited Liability

Company Act:

a. maintaining, defending or settling any proceeding;

b. holding meetings of its members or carrying on any other activities concerning its internal affairs;

c. maintaining bank accounts;

d. maintaining offices or agencies for the transfer, exchange and registration of the foreign limited

liability company’s own securities or interests or appointing and maintaining trustees or depositories

with respect to those securities or interests;

e. selling through independent contractors;

f. soliciting or obtaining orders whether by mail or through employees or agents or otherwise, if the

orders require acceptance outside New Mexico before they become contracts;

g. creating as borrower or lender or acquiring indebtedness or mortgages or other security interests in

real or personal property;

h. securing or collecting debts or enforcing rights in property securing debts;

i. investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating

mineral interests; executing division orders, contracts of sale and other instruments incidental to the

ownership of such nonoperating mineral interests; and, in general, owning, without more, real or

personal property;

j. conducting an isolated transaction that is completed within thirty days and that is not one in the

course of repeated transactions of a like nature; or

k. transacting business in interstate commerce.

Nor shall a foreign limited liability company be considered to be transacting business in New Mexico solely

because it:

1) owns a controlling interest in a corporation or a foreign corporation that transacts business in

New Mexico;

2) is a limited partner of a limited partnership or foreign limited partnership that is transacting

business in New Mexico; or

3) is a member or manager of a limited liability company or foreign limited liability company

that is transacting business in New Mexico.

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Requirements To Register A Foreign Limited Liability Company Form

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