Changing New Mexico LLC Member Information

Q: Officers have resigned and left the company… What will be the easiest and most efficient way to get this updated with the [New Mexico] Secretary of State?

Thank you to one of our customers for this great question! It’s not uncommon for a company to change its configuration over the course of its lifespan. But when your information changes, you’ll need to update your state filing. Here’s how to go about changing your LLC member information in New Mexico:

1. Update your New Mexico LLC information with the Secretary of State

To update member and/or manager information for your New Mexico LLC, you can file New Mexico LLC Articles of Amendment ($50). This document should include:

• LLC name and DBA name (if applicable), business ID number
• Business email address and phone number
• Date your articles of organization were originally filed
• Proposed amendment(s), which should be preceded by the article being amended:
  • Article Four – manager name(s)/address(es)
  • Article Five – member name(s)/address(es)
• Date of filing (you can include a future effective date, if needed)
• Signature of member or manager

Your Articles of Amendment should also include a Document Delivery Instruction Form. It is included with the state’s amendment form.

Can I update member info when submitting my New Mexico Biennial Report?

LLCs do not file annual or biennial reports, so it’s not possible to update member information this way. However, corporations may update director or officer information when filing their New Mexico Biennial Report.

If you included member, manager, director, officer or other governor information on your articles, you will have to file an amendment to change them.

How do I update member information for a foreign New Mexico LLC?

If you have a Foreign LLC in New Mexico, you will have to submit an Application for Amended Certificate of registration ($50). Here’s what it should entail:

• Foreign LLC name and DBA name (if applicable), business ID number
• Date certificate of registration was originally filed
• Business email address and phone number
• Proposed amendment(s)
• Date of filing
• Signature of authorized person (like a member or manager, or someone noted in your company’s governing documents as being authorized to sign on behalf of your LLC)

Along with the filing fee, you must also submit a Certificate of Good Standing, as well as a certified copy of the amendment you filed in your home state.

Where should I submit the forms to change my LLC member information in New Mexico?

You may submit amendment forms (whether for a domestic or foreign LLC) by mail:

New Mexico Secretary of State
Business Services Division
325 Don Gaspar, Suite 300
Santa Fe, NM 87501

2. Amend your New Mexico LLC Operating Agreement

Whenever key information about your business changes, it must be updated in your New Mexico LLC Operating Agreement. Since your operating agreement is an internal document with rules and procedures for your LLC, it should also include the procedure you should follow for making operating agreement amendments. This might look different from company to company, but in general the process involves:

• Drafting an amendment
• Holding a meeting with all members
• Voting on the proposed amendment
• Adopting the amendment (provided it was approved)

3. Contact the IRS

This step is only relevant if your IRS tax status has changed, or if a departing member of your LLC was considered the “responsible party” for your EIN filing.

• Tax Status – If removing several LLC members means you now own a single-member LLC, for example, then your default filing status will have changed from “partnership” to “disregarded entity.” If this is the case for your business, you’ll have to Apply for a New EIN.
• Responsible Party – If the person listed as the “responsible party” attached to your EIN filing leaves your company, you’ll have to appoint a new “responsible party” using Form 8822-B.