New Mexico > Public Regulation Commission > Corporation Bureau > Limited Liability Company
Application For Registration (Foreign LLC) FLLC - New Mexico
| Application For Registration (Foreign LLC) Form. This is a New Mexico form and can be used in Limited Liability Company Corporation Bureau Public Regulation Commission . |
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FOREIGN LLC REGISTRATION FOREIGN LLC REGISTRATION PUBLIC REGULATION COMMISSION CORPORATIONS BUREAU CHARTERED DOCUMENTS DIVISION P.O. BOX 1269 SANTA FE, NEW MEXICO 87504-1269 (505) 827-4511 REQUIREMENTS TO REGISTER A FOREIGN LIMITED LIABILITY COMPANY (53-19-47 TO 53-19-56) FILING FEES: Application for Certificate of Registration , $100 (submit a signed original of the application, together with a duplicate copy which may be either signed or photocopied; the duplicate copy and a Certificate of Registration will be returned for the companys recordThes). following fees apply only if you want an additional copy or copies to be certifie: d$25 per certified copy; if you do not provide the extra copy a reproduction fee of $1 per page, minimum $10 is charged in addition to the $25 certification fee. Payment of fees must be made bycheck or m oney order, made payable to the New Mexico Public Regulation Commission or NMPRC. The PRC does not accept cash payment for any fees. PURPOSE OF FILING: Before transacting business in New Mexico, a foreign limited liability company shall register with the commission. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of the New Mexico Limited Liability Company Act: a. maintaining, defending or settling any proceeding; b. holding meetings of its members or carrying on any other activities concerning its internal affairs; c. maintaining bank accounts; d. maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability companys own securities or interests or appointing and maintaining trustees or depositories with respect to those securities or interests; e. selling through independent contractors; f. soliciting or obtaining orders whether by mail or through employees or agents or otherwise, if the orders require acceptance outside New Mexico before they become contracts; g. creating as borrower or lender or acquiring indebtedness or mortgages or other security interests in real or personal property; h. securing or collecting debts or enforcing rights in property securing debts; i. investing in or acquiring, in transactions outside New Mexico, royalties and other nonoperating mineral interests; executing division orders, contracts of sale and other instruments incidental to the ownership of such nonoperating mineral interests; and, in general, owning, without more, real or personal property; j. conducting an isolated transaction that is completed within thirty days and that is not one in the course of repeated transactions of a like nature; or k. transacting business in interstate commerce. Nor shall a foreign limited liability company be considered to be transacting business in New Mexico solely because it: 1) owns a controlling interest in a corporation or a foreign corporation that transacts business in New Mexico; 2) is a limited partner of a limited partnership or foreign limited partnership that is transacting business in New Mexico; or 3) is a member or manager of a limited liability company or foreign limited liability company that is transacting business in New Mexico. (continued on following page) <<<<<<<<<********>>>>>>>>>>>>> 2A 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 designa
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