When is a Registered Agent Needed in New Mexico?
If you’re forming a New Mexico LLC, incorporating a New Mexico Corporation, or registering a Limited Liability Partnership (LLP) or Limited Partnership (LP), a registered agent is required in New Mexico.
Learn more about what a registered agent is, their job duties, how to appoint one, and more.
What is a registered agent?
A registered agent, also called a resident agent or statutory agent in some states, is the party identified by a business in New Mexico to ensure the owners won’t miss important legal documents or correspondence from the Secretary of State.
A New Mexico registered agent can be an individual New Mexico resident or an organization registered or authorized to do business in New Mexico.
Do you need a registered agent in New Mexico?
Not every New Mexico business is legally required to identify a statutory agent. If you are forming a New Mexico:
- Limited Liability Company
- Limited Liability Partnership
- Limited Partnership
you will need to appoint a New Mexico registered agent with the New Mexico Secretary of State.
Sole proprietorships and general partnerships are not required to have a registered agent.
What happens if you don’t have a registered agent?
Not only is a registered agent required when forming an LLC or corporation, but you must maintain a registered agent to keep the entity in compliance. Besides the requirement of designating a registered agent at the time of formation, there are several reasons to have one:
- Penalties and Fees – By not maintaining a current registered agent, penalties and state fees can be levied against the entity and, in some cases, the owners too. Once an entity is no longer in good standing with the state, the owners may lose their liability protection and are at risk personally.
- Not Receiving Legal Notices – If the listed registered agent cannot receive legal notices, this lawsuit will still proceed. If a process server is unsuccessful in reaching the company’s registered agent, the court can proceed with the case. This could result in a judgment being placed against the business without the owners knowing.
- Administrative Dissolution – In New Mexico, if the business doesn’t have a registered agent, the Secretary of State can dissolve the entity.
- Entity Closure – Waiting too long to remedy the lack of a registered agent may result in the administrative closure or dissolving the entity.
Common Questions About Registered Agents in New Mexico
How is a registered agent appointed in New Mexico?
To appoint a registered agent in New Mexico, the election will be made when forming the legal entity or by filing the Statement of Change of Registered Office or Registered Agent Form with the New Mexico Secretary of State – Business Services Division.
Who can be a registered agent in New Mexico?
A registered agent in New Mexico must be either an individual resident of New Mexico, or a domestic corporation, limited liability company, or partnership having a place of business in New Mexico, or a foreign corporation, limited liability company, or partnership authorized to transact business in New Mexico and having a place of business in New Mexico. The entity can’t be its own registered agent.
The registered agent needs to have a physical street address (often referred to as a registered office or principal office) in the state of New Mexico. This can be your home address, the address of a family member, an accountant or attorney, the address of the business, or a commercial New Mexico registered agent service. Any physical address in the state may be used, but PO Boxes and mail drop services are not acceptable since someone has to be available to sign for documents.
The agent will also need to be available during normal business hours, which are defined as 9 am – 5 pm to receive legal documents, such as a summons, subpoena, or lawsuit filed against a business entity.
What does a registered agent do in New Mexico?
The requirements for an entity to have a registered agent are formed under New Mexico Statutes § 53-19-5 (LLC) and Section § 53-11-11 (corporation), which mandate that registered entities will have and continuously maintain a registered agent and registered office within the state. The agent must also be available during normal business hours at a physical address in the state of New Mexico to accept any service of process, notice, or demand pertaining to the entity and forward it to the appropriate individuals.
Should you be your own New Mexico registered agent?
Any individual, business owner, member, officer, director, etc., of a business entity that meets the state requirements, can be a registered agent in New Mexico.
Provided one of the members or officers lives in New Mexico, it is less expensive to act as your own agent rather than hiring a registered agent service, there are a few reasons to consider hiring a service.
If the Business Expands to Additional Locations – If the business has a physical presence in multiple states (offices, warehouses, employees, etc.), a foreign entity registration will often need to be filed with those states. A registered agent will need to be appointed with a physical address in each state.
Privacy – The address of the registered agent becomes public record and is available for anybody to see. This can be especially concerning if someone is doing business on the side and they don’t want their employer to know about the business. Also, if the business is sued, the notice will be delivered to the address on file. This could mean employees, customers, or even neighbors witnessing the event. There is always the remote possibility of a vindictive litigant or upset customer showing up at your house.
Availability – New Mexico requires the registered agent to be available at the principal address during regular business hours. The biggest issue with availability, especially if a home address is used, is if the agent goes on vacation or is otherwise away for some period of time and can’t be reached.
Due Date Reminders – Registered agent services provide annual report reminders and updates on any state requirements.
How much does a registered agent cost in New Mexico?
Depending on the services provided, a commercial registered agent service typically costs between $100-$150 per year. Northwest Registered Agent is a popular service that charges $125 per year and offers several extras such as document scanning and mail forwarding and Harbor Compliance has a basic service starting at $99.
Some entity formation companies, like IncFile, includes registered agent service at no cost for the first year when you register your corporation or LLC with them.
How can a registered agent be changed?
If the registered agent changes, the entity is required to file a change of registered agent.
A registered agent can be changed by submitting the Statement of Change of Registered Office or Registered Agent Form along with the filing fee to the New Mexico Secretary of State.
In addition to filing the form, if your entity uses an operating agreement or bylaws, be sure to update the registered agent’s information there as well.
Is a registered agent liable for the actions of the business?
The only liability a registered agent faces is a lack of timely transmission of correspondence to the business owners of the entity. If the registered agent is negligent in sending an important legal document promptly, and the entity suffers a financial loss, the registered agent is responsible for paying any damages.