Requirements To Register A Foreign Limited Liability Company Form (Page 2 of 3) in pdf

A foreign limited liability company that transacts business in New Mexico without a valid registration may

not maintain an action, suit or proceeding in a court of New Mexico, but the failure to register does not

impair validity of any contract or act of the foreign limited liability company, and does not affect the right of

any other party to a contract to maintain any action, suit or proceeding on the contract, or prevent the

foreign limited liability company from defending any action, suit or proceeding in any court of New

Mexico. A foreign limited liability company that transacts business in New Mexico without a valid

registration shall be liable to New Mexico in an amount equal to all fees that would have been imposed by

the Limited Liability Company Act for the years or parts of years during which the foreign limited liability

company transacted business in New Mexico without registration, had it obtained such registration. A

foreign limited liability company that transacts business in New Mexico without a valid registration shall be

subject to a civil penalty not to exceed two hundred dollars ($200) per year or any part thereof during which

business was transacted, which civil penalty may be recovered in an action brought by the attorney general.

If you are unable to make a determination regarding the need to register in New Mexico as a foreign limited

liability company based upon the foregoing criteria, please consult with your own attorney or certified

public accountant. The Public Regulation Commission cannot provide legal advice concerning this matter.

FILING OF APPLICATION FOR REGISTRATION: The applying limited liability company shall file

with the commission: (1) the signed original of the application for Registration of a Foreign Limited

Liability Company, together with a duplicate copy which may be either signed or photocopied; (2) a

statement signed by the registered agent acknowledging acceptance of that appointment (a foreign limited

liability company registered for the transaction of business in New Mexico shall have and continuously

maintain a physical registered office address in New Mexico and a registered agent for service of process at

that address); (3) a certificate of good standing / existence, issued by the appropriate official custodian of

limited liability company records for the state or country where the limited liability company originally

formed (certificate must be original or electronically issued; certificate must be current within thirty days, or

has not expired, upon submission to the commission); and (4) $100 filing fee. If the commission determines

that the documents delivered for filing conform with the provisions of the Limited Liability Company Act, it

shall, when all required filing fees have been paid, retain the signed original in the files of the commission

and return the duplicate together with a Certificate of Registration.

EXECUTION OF DOCUMENTS: The application for Registration of Foreign Limited Liability Company

shall be executed (signed) by a person with authority to do so under the laws of the state or country of its

organization. The statement of acceptance of appointment of the registered agent shall be executed by the

person designated in the application as registered agent, if the agent is an individual, or, if the designated

registered agent is a corporation, limited liability company, or partnership, by an authorized person of that

entity.

NOTE: Please refer to sections 53-19-47 to 53-19-74 of the New Mexico Limited Liability Company Act

for the complete statutes governing a foreign limited liability company in New Mexico. A copy of the

statutes can be obtained from this office at your request. The Corporations Bureau can only act in an

administrative capacity. We cannot offer you legal advice or opinion on your particular filing. We

recommend that you consult with your own attorney and accountant during the process of registering as a

foreign limited liability company.

INCLUDED IN THIS PACKET ARE INSTRUCTIONS FOR COMPLETING OUR FORMS.

PLEASE FOLLOW THESE INSTRUCTIONS CAREFULLY.

Please visit our website at:

Requirements To Register A Foreign Limited Liability Company Form Page 2