A. The name of a limited liability company and, if different, the name under which it proposes to transact business in New Mexico shall be stated in its articles of organization and shall contain the words "limited liability company" or "limited company" or the abbreviation "L.L.C.", "LLC", "L.C." or "LC". The word "limited" may be abbreviated as "ltd." and the word "company" may be abbreviated as "co.".
B. A limited liability company name shall be distinguishable from the name of any:
(1) limited liability company, limited partnership or corporation existing under the laws of this state;
(2) foreign limited liability company or corporation authorized to transact business in this state; and
(3) name reserved under Section 53-19-4 NMSA 1978.
C. The provisions of Subsection B of this section do not apply if the applicant files with the secretary of state a certified copy of a final decree of a court establishing the prior right of the limited liability company to use such name in this state.
History: Laws 1993, ch. 280, § 3; 1995, ch. 213, § 1; 2021, ch. 68, § 7.
The 2021 amendment, effective July 1, 2021, required that a limited liability company include, in its articles of organization any name under which the limited liability company proposes to transact business in New Mexico if different than the name of the limited liability company; in Subsection A, after "name of a limited liability company", added "and, if different, the name under which it proposes to transact business in New Mexico"; and in Subsection C, after "files with the", deleted "commission" and added "secretary of state".
The 1995 amendment, effective June 16, 1995, added the language beginning "or the abbreviation" at the end of the first sentence in Subsection A and, in Subsection B, deleted "limited partnership" preceding "or corporation" in Paragraph (2) and substituted "under Section 53-19-4 NMSA 1978" for "or registered under Section 4 of the Limited Liability Company Act Chapter 53, Article 11, NMSA 1978 or Chapter 57, Article 2 or Article 3 NMSA 1978" in Paragraph (3).
Structure New Mexico Statutes
Article 19 - Limited Liability Companies
Section 53-19-1 - Short title.
Section 53-19-2 - Definitions.
Section 53-19-4 - Reservation of name.
Section 53-19-5 - Registered office and registered agent; change of principal place of business.
Section 53-19-6 - Nature and duration of business.
Section 53-19-8 - Articles of organization.
Section 53-19-10 - Effect of filing of articles of organization.
Section 53-19-11 - Amendment and restatement of articles of organization.
Section 53-19-12 - Execution of documents.
Section 53-19-13 - Liability of members and managers to third parties.
Section 53-19-14 - Parties to actions.
Section 53-19-15 - Management by members or managers.
Section 53-19-16 - Liabilities and duties of managers and members.
Section 53-19-18 - Indemnification of members and managers.
Section 53-19-19 - Records and information.
Section 53-19-20 - Contributions to capital; certificates of membership interest.
Section 53-19-21 - Liability for contribution.
Section 53-19-22 - Sharing of profits and losses.
Section 53-19-23 - Sharing of interim distributions.
Section 53-19-24 - Distribution on event of dissociation.
Section 53-19-25 - Withdrawals of capital and distributions in kind.
Section 53-19-26 - Wrongful distributions.
Section 53-19-27 - Liability upon wrongful distribution.
Section 53-19-28 - Right to distribution.
Section 53-19-29 - Ownership of property by the limited liability company.
Section 53-19-30 - Transfer of property of limited liability company.
Section 53-19-31 - Nature of membership interest.
Section 53-19-32 - Assignment of interests.
Section 53-19-33 - Right of assignee to become a member.
Section 53-19-34 - Interest of a deceased, incompetent or terminated member.
Section 53-19-35 - Rights of judgment creditor of member.
Section 53-19-36 - Admission of members.
Section 53-19-37 - Voluntary withdrawal of members.
Section 53-19-38 - Events of dissociation.
Section 53-19-39 - Dissolution.
Section 53-19-40 - Judicial dissolution.
Section 53-19-41 - Articles of dissolution.
Section 53-19-42 - Winding up.
Section 53-19-43 - Power of managers or members after dissolution.
Section 53-19-44 - Distribution of assets.
Section 53-19-45 - Known claims against dissolved limited liability company.
Section 53-19-46 - Unknown claims against dissolved limited liability company.
Section 53-19-47 - Laws governing foreign limited liability company.
Section 53-19-48 - Registration.
Section 53-19-49 - Issuance of registration.
Section 53-19-51 - Amended certificate of registration.
Section 53-19-52 - Cancellation of registration.
Section 53-19-53 - Transaction of business without registration.
Section 53-19-54 - Transactions not constituting transacting business.
Section 53-19-55 - Service of process.
Section 53-19-56 - Action by attorney general.
Section 53-19-57 - Suits by and against the limited liability company.
Section 53-19-58 - Authority to sue on behalf of limited liability company.
Section 53-19-59 - Conversions and mergers; definitions.
Section 53-19-61 - Conversions and mergers; effect of conversion.
Section 53-19-62 - Conversions and merger of entities.
Section 53-19-62.1 - Conversion and mergers; articles of merger.
Section 53-19-62.2 - Conversions and mergers; effect of merger.
Section 53-19-62.3 - Conversion and mergers; non-exclusivity.
Section 53-19-63 - Filing, service and copying fees.
Section 53-19-64 - Execution by judicial act.
Section 53-19-65 - Rules of construction.
Section 53-19-66 - Powers of commission [secretary of state].
Section 53-19-66.1 - Administrative revocation.
Section 53-19-66.2 - Reinstatement following administrative revocation.
Section 53-19-67 - Appeal from commission [secretary of state].
Section 53-19-68 - Issuance of certificate of good standing and compliance.
Section 53-19-69 - Certificates and certified copies to be received in evidence.
Section 53-19-70 - Forms furnished by the commission [secretary of state].
Section 53-19-71 - Application to existing limited liability companies.
Section 53-19-72 - Application to foreign and interstate commerce.
Section 53-19-73 - Reservation of power.
Section 53-19-74 - Commission's [secretary of state's] retention of records.