To properly form a Limited Liability Partnership (LLP) in New Mexico, the following steps must be taken:
Approval of Terms and Conditions
The partnership must approve the terms and conditions for becoming an LLP. This approval must be obtained by the vote necessary to amend the partnership agreement. If the partnership agreement includes provisions regarding obligations to contribute to the partnership, those provisions must also be amended by the required vote (N.M. Stat. Ann. § 54-1A-1001. Statement of qualification.), (Formation and Dissolution (NM LLP)).
Filing a Statement of Qualification
After obtaining the necessary approval, the partnership must file a statement of qualification with the New Mexico Secretary of State. The statement must include:
- The name of the partnership.
- The street address of the partnership’s chief executive office and, if different, the street address of an office in New Mexico (if any).
- If the partnership does not have an office in New Mexico, the name and street address of the partnership’s agent for service of process.
- A statement that the partnership elects to be a limited liability partnership.
- A deferred effective date, if any (54-1A-1001. Statement of qualification., Formation and Dissolution (NM LLP)).
Name Requirements
The name of the LLP must comply with New Mexico naming requirements. It must end with “Registered Limited Liability Partnership,” “Limited Liability Partnership,” “R.L.L.P.,” “L.L.P.,” “RLLP,” or “LLP” Formation and Dissolution (NM LLP).
Registered Agent
The LLP must designate an agent for service of process. The agent must be an individual who is a resident of New Mexico, or another person authorized to do business in the state (54-1A-1001. Statement of qualification., Formation and Dissolution (NM LLP)).
Effective Date
The LLP status becomes effective on the later of the filing date of the statement of qualification or a date specified in the statement 54-1A-1001. Statement of qualification., Formation and Dissolution (NM LLP).
Annual Reporting
After formation, the LLP must file an annual report with the Secretary of State between January 1 and April 1 of each year.
The report must include:
- The name of the LLP.
- The street address of the partnership’s chief executive office and, if different, the street address of an office in New Mexico (if any).
- If the partnership does not have an office in New Mexico, the name and street address of the partnership’s current agent for service of process 54-1A-1003. Annual report.
Partnership Agreement
While not a statutory requirement for formation, it is customary for LLPs to have a partnership agreement. This agreement governs the relationship between the partners and the operation of the LLP. The agreement can be written, oral, or implied, but it cannot alter certain rights and obligations set forth in New Mexico’s partnership law Formation and Dissolution (NM LLP).
By following these steps, a partnership can successfully form an LLP in New Mexico and ensure compliance with state laws.