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New Mexico is one of a handful of states where a standard LLC owes the Secretary of State no recurring report and no recurring fee — ever. There's no annual report, no biennial statement, no franchise-tax return to the SOS, and nothing to renew. The state's LLC statute, NMSA 1978 ch. 53, art. 19, simply contains no periodic-report section for LLCs, and long-running practitioner references confirm it plainly (LLC University: "New Mexico LLCs don't have to file an Annual Report"). That simplicity — plus no requirement to list members or managers publicly — is exactly why New Mexico became a favorite of non-resident and privacy-minded founders. But "nothing due at the state" has grown three real traps around it: a misinformation problem (below), a set of obligations that never pause (registered agent, taxes), and a federal filing with a five-figure penalty that hits precisely the people who chose New Mexico for its hands-off reputation.
Several compliance websites currently state that New Mexico LLCs owe a triennial report "under the Revised Uniform Limited Liability Company Act, enacted via HB 281 with a July 1, 2024 effective date." That bill did not pass. HB 281 was introduced in the 2023 regular session; it would have adopted RULLCA, created a report due every three years, and attached a $200 civil penalty for missing it. The legislative record shows its last action on February 16, 2023: "Action Postponed Indefinitely" — it never passed the House, never reached the Senate, and never became law (introduced text, nmlegis.gov; bill history). The "July 1, 2024" date those sites cite is the effective date written inside the dead bill's text. As of this review, the current compiled statutes still carry the original LLC act with no periodic report (2025 NMSA ch. 53, art. 19). If a letter, email, or website tells you a New Mexico LLC report is "due," verify it against the SOS business portal before paying anyone anything. (Legislatures do revisit uniform acts — if New Mexico ever actually adopts RULLCA, this page will be updated; check the SOS if you're reading this long after the review date.)
This pattern isn't unique to New Mexico — no-report states are magnets for official-looking "annual report due" mail and, increasingly, confidently wrong AI-generated summaries, because there's no real state filing to check the claim against. Ohio sees the same scam-letter economy for the same reason.
| Item | New Mexico LLC |
|---|---|
| Annual report | None. No recurring report or fee for domestic LLCs with the Secretary of State |
| Triennial report | None. Proposed by HB 281 (2023); the bill died in committee and was never enacted |
| Registered agent | Required at all times — the one standing SOS-side obligation that never pauses (NMSA § 53-19-5) |
| Don't confuse with | New Mexico corporations, which do file recurring corporate reports with the SOS (nonprofits annually; profit corporations on a biennial cycle) — a frequent source of crossed wires for owners holding both entity types |
| State taxes | Separate from the SOS: an LLC that elects corporate taxation owes New Mexico's $50 franchise tax with its corporate income tax return each year; pass-through LLCs with New Mexico income file on the personal/PTE side; gross receipts tax registration applies if you're selling in-state [confirm your situation with a tax professional] |
| Federal (foreign-owned SMLLC) | Form 5472 + pro-forma 1120 every year — the big one for non-resident owners; the standard penalty for not filing is $25,000 (IRS) |
| Where to verify | NM SOS business portal · SOS Business Services: 505-827-3600 |
The absence of a report doesn't mean the state has forgotten you — it means the obligations that remain have no annual touchpoint to remind you they exist. The registered-agent requirement is continuous: your LLC must maintain a registered agent and registered office in New Mexico at all times (NMSA § 53-19-5), and if you hired a commercial agent, that's a real subscription that lapses when the card on file expires. In a state with an annual report, a lapsed agent surfaces within a year — the report bounces, someone notices. In New Mexico, nothing surfaces it. An LLC can drift for years with a dead agent address, which matters the day someone serves a lawsuit on the agent you no longer have.
The tax side runs on its own track, and it's classification-driven — the same shape as South Carolina's conditional exemption. A default-taxed New Mexico LLC files no entity-level state return just for existing. But elect S-corp or C-corp taxation and New Mexico's $50 annual franchise tax attaches, filed with the corporate return to the Taxation & Revenue Department — a small number with an outsized consequence, because owners who were told "New Mexico has no annual anything" don't go looking for it. (Which obligation is which? See franchise tax vs. annual report, explained.)
New Mexico's pitch — cheap, private, nothing due — draws non-resident founders, including many outside the U.S. For a foreign-owned single-member LLC, the quiet state is paired with a loud federal rule: every year, the LLC must file IRS Form 5472 attached to a pro-forma Form 1120, reporting transactions between the LLC and its foreign owner — even if the LLC earned nothing and owes no U.S. tax. The standard penalty for skipping it is $25,000. And because the IRS reaches you through the address and responsible party on file, moving without filing Form 8822-B (due within 60 days of a responsible-party change) means the penalty notices go somewhere you aren't. The owners most at risk are exactly the ones who picked New Mexico so they'd never have to think about the company again.
| Owner profile | What's actually due each year |
|---|---|
| NM resident, default-taxed LLC | No SOS filing; keep the registered agent current; personal state return picks up the income; GRT if selling in-state |
| LLC electing S/C-corp taxation | No SOS filing; $50 franchise tax + corporate return to Taxation & Revenue |
| Non-resident (U.S.) owner | No SOS filing; registered agent must be a real, current NM address; home-state foreign registration if operating there |
| Foreign-owned single-member LLC | No SOS filing; Form 5472 + pro-forma 1120 annually ($25,000 penalty); 8822-B on changes; registered agent current |
Inside the no-report club, the seats differ. Arizona added a 2025 Attestation of Existence policy — dormant LLCs get a January notice and 60 days to respond before dissolution proceedings. Missouri is a clean "no," like New Mexico. South Carolina's exemption is conditional on tax classification, and Delaware skips the report but bills a flat $300 franchise tax every June 1. New Mexico's distinction is being the state where the information is now the hazard: nothing is due, but an increasing share of what you'll read online says otherwise. If you've already been told you missed something, start with what to do if you missed an annual report — for New Mexico, step one is confirming anything was ever due at all.
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