2019 New Mexico Statutes
Chapter 53 - Corporations
Article 19 - Limited Liability Companies
Section 53-19-5 - Registered office and registered agent; change of principal place of business.
A. A limited liability company shall maintain in New Mexico:
(1) a registered office that may be the same as the limited liability company's principal place of business; and
(2) a registered agent for service of process on the limited liability company that is either:
(a) an individual resident of New Mexico;
(b) a domestic corporation, limited liability company or partnership having a place of business in New Mexico that is the same as the registered office; or
(c) a foreign corporation, limited liability company or partnership authorized to transact business in New Mexico having a place of business that is the same as the registered office.
B. A limited liability company may change its registered office or registered agent by delivering to the commission [secretary of state] a statement setting forth:
(1) the name of the limited liability company;
(2) the name of its current registered agent;
(3) the street address of its current registered office; and
(4) if its current registered agent is to be changed:
(a) the name of its successor registered agent;
(b) the street address of the successor registered agent's place of business;
(c) a statement that such address is the same as the current address of the limited liability company's current registered office or, if there is a concurrent change in the address of the registered office, as the new address of the registered office; and
(d) the statement of the successor registered agent that the agent accepts the appointment;
(5) if the current address of the place of business of its current registered agent is to be changed, the new street address of the place of business of the current registered agent and a statement that the new street address is the same as the address of the limited liability company's registered office or, if there is a concurrent change in the address of the registered office, as the new street address of the registered office; or
(6) if the address of its current registered office is to be changed, the new street address to which the current registered office is to be changed and a statement that the new address is the same as the street address of the place of business of the current or, if there is a concurrent change of the current registered agent, of the successor registered agent of the limited liability company.
C. If a registered agent changes the street address of the registered agent's business office, the registered agent may change the street address of the registered office of any limited liability company corporation for which the registered agent is the registered agent by notifying the limited liability company in writing of the change and signing, either manually or in facsimile, and delivering to the public regulation commission [secretary of state] for filing a statement that complies with the requirements of this section but need not be responsive to Paragraph (4) of Subsection B of this section and recites that the corporation has been notified of the change.
D. If the public regulation commission [secretary of state] finds that the statement conforms to the provisions of this section, it shall file the statement in its office and, upon such filing, the change of registered agent, change of address of the registered office or change of the registered agent's place of business shall become effective and fulfill any requirement that such change be reported to the commission [secretary of state].
E. A registered agent of a limited liability company may resign as registered agent by delivering a written notice, executed in duplicate, to the public regulation commission [secretary of state], which shall mail a copy of the notice to the limited liability company at its principal place of business as shown on the records of the commission [secretary of state]. The resigning registered agent's appointment terminates thirty days after receipt of the notice by the commission [secretary of state] or on the effective date of the appointment of a successor registered agent, whichever occurs first.
F. A limited liability company shall notify the public regulation commission [secretary of state] of a change in the street address of its principal place of business by delivering a written statement to the commission [secretary of state] setting forth such change.
History: Laws 1993, ch. 280, § 5; 2003, ch. 318, § 50.
ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law.
Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978.
The 2003 amendment, effective July 1, 2003, substituted "statement" for "affidavit" in Subparagraph B(4)(d); deleted former Subsection C concerning change of address of the agent's place of business; added present Subsection C; inserted "public regulation" preceding "commission" in Subsections D to F.
Personal responsibility of agent. — It is possible in New Mexico for a corporate agent to interfere wrongfully with his corporation's contacts and to be held personally responsible for his acts. Bogle v. Summit Inv. Co., 2005-NMCA-024, 137 N.M. 80, 107 P.3d 520.
