New Mexico LLC Operating Agreement

New Mexico LLC Laws and Definition

New Mexico defines the operating agreement in Section 53-19-2 of the N.M. Stat. Ann. It is a written agreement for running the business and affairs of an LLC, and it includes any later written changes.^[2.3] The statute says it this way:

"Operating agreement" means a written agreement providing for the conduct of the business and affairs of a limited liability company and that agreement as amended in writing

• Written form: the definition names a written agreement.^[1]
• Owners: one or more persons may own and operate an LLC.^[2.1]

In practice, a written agreement lets the owners set their own terms in one place.

How New Mexico LLC Profits and Losses Are Shared

If neither the articles of organization nor an operating agreement provide for allocation, profits and losses go to the members in proportion to what each member put into the company, adjusted for anything each member took out.^[2.2] An operating agreement is one place where the members can set their own split.

What the New Mexico LLC Operating Agreement Template Includes

The template is a 15-page operating agreement written for an LLC with one member. It has 31 numbered sections and three schedules, so the owner can record the company's name, office, agent, management, money and ending in one document. Here is how the sections are grouped.

• Company basics: Name (Section 1), Principal Business Office (2), Registered Office (3), Member (4) and Certificates (5).
• Purpose and powers: Purposes (Section 6) and Powers (7).
• Running the company: Managers (Section 8), Officers (9), Limited Liability (10), Other Business (16) and Indemnification (17).
• Money: Capital Contributions (Section 11), Additional Contributions (12), Profits and Losses (13), Distributions (14), and the fiscal year and records (15).
• Changes in the company: Assignment (Section 18), Resignation (19), New Members (20) and Dissolution (21).
• Standard terms: Sections 22 to 31, which run from Waiver of Partition to Disregarded Entity Status.
• Schedules: A for definitions, B for the Member, Managers and Officers, and C for the initial capital contribution.

Read the whole agreement before you sign it, and keep a copy with the LLC's records.

How to Fill Out the New Mexico LLC Operating Agreement

The form on this page follows the order of the agreement itself. Download the PDF or Word file, or build it online, then complete each part below. You can fill in the PDF with our online PDF editor and sign it when every blank is done.

1. Preamble (page 1): Enter the LLC name, the state, the date of the agreement, and the Member's name. Add the date the Articles of Organization were filed and the LLC statute reference where the form asks for them. Check the year printed after the date blank.
2. Sections 1 to 3 (page 1): Repeat the LLC name, give the principal business address, and enter the name and address of the registered agent in Section 3.
3. Section 6, Purposes (page 2): Select one box. Either describe the business in the blank, or select the box for all matters permitted by applicable law.
4. Section 8, Managers (pages 2 to 4): Enter the initial number of Managers in Section 8(a). In Section 8(g) on pages 3 and 4, select one of the two boxes about Manager compensation.
5. Section 9, Officers (page 4): Select the box for no Officers or the box for Officers. If you choose Officers, write each Officer's role.
6. Section 15, Fiscal Year (page 6): Enter the date the fiscal year starts and the date it ends.
7. Section 30, Effectiveness (page 10): Enter the date the LLC was formed.
8. Signature block (page 11): The Member signs on the By line and prints the name and title.
9. Schedule A, Definitions (page 12): Enter the date of the Articles of Organization in the definition.
10. Schedule B (page 14): Enter the Member's name and address, then list the initial Managers and Officers.
11. Schedule C (page 15): Describe the Member's initial capital contribution.

Need another state? Browse our LLC operating agreement templates by state.

Frequently Asked Questions

Do You Need a Single-Member LLC Operating Agreement?

New Mexico defines an operating agreement as a written agreement providing for the conduct of the business and affairs of a limited liability company.^[1] If you own an LLC alone and want its rules on paper, you can start from this template.

Can One Person Own an LLC in New Mexico?

Yes. One or more persons may own and operate a limited liability company in New Mexico. A single-member LLC formed before July 1, 1999 is a lawful entity.^[2.1]

General information, not legal or tax advice.

Other New Mexico Forms
We provide a range of printable New Mexico templates to anyone looking for convenience when dealing with all sorts of agreements, contracts, and other paperwork in the state.

New Mexico Last Will New Mexico Small Estate Affidavit New Mexico Bill of Sale New Mexico Power of Attorney New Mexico Rental Lease Agreement New Mexico Non-compete Agreement New Mexico Prenuptial Agreement

Sources

1. N.M. Stat. Ann. 53-19-2(O).
2. N.M. Stat. Ann. 53-19-7 §§ N.M. Stat. Ann. 53-19-7, N.M. Stat. Ann. 53-19-22, 53-19-2.
   • 2.1 N.M. Stat. Ann. 53-19-7
   • 2.2 N.M. Stat. Ann. 53-19-22
   • 2.3 N.M. Stat. Ann. § 53-19-2

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