New Mexico LLC Operating Agreement

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A New Mexico LLC operating agreement is a written agreement providing for the conduct of the business and affairs of a limited liability company.[1] Owners use it to put the LLC's rules in one document. One or more persons may own and operate an LLC in New Mexico, so a single owner can use it too.[2.1] This template is for a single member.

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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

N.M. Stat. Ann. 53-19-2(O)
  • 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.

Do not assume the default is an equal split. It follows capital contributions, so members who put in different amounts end up with different shares. If you want a different split, write it into the agreement.

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.

Keep the signed agreement with your LLC records, and put every later change to it in writing.

Under Section 53-19-19, an LLC must keep a current statement of the capital contributions made by each member, unless that statement is in the articles of organization or an operating agreement. Schedule C is where this template describes the Member's initial capital contribution.[1.1]

Under Section 53-19-39, an LLC dissolves on an event named in its articles of organization or operating agreement, on the written consent of members holding a majority of the voting power unless those documents provide otherwise, or on a court decree of judicial dissolution.[1.2]

How to Fill Out the New Mexico LLC Operating Agreement

The screenshots under each step show the FormsPal New Mexico LLC operating agreement template filled with sample entries in blue, so you can see where each answer goes. The names, addresses, dates and amounts are examples only.

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.
    New Mexico LLC operating agreement: preamble, filled with sample entries
    Step 1: sample entries, not a real company.
  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.
    New Mexico LLC operating agreement: sections 1 to 3 name office and registered agent, filled with sample entries
    Step 2: sample entries, not a real company.
  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.
    New Mexico LLC operating agreement: section 6 purposes, filled with sample entries
    Step 3: sample entries, not a real company.
  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.
    New Mexico LLC operating agreement: section 8 managers and compensation, filled with sample entries
    Step 4: sample entries, not a real company.
  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.
    New Mexico LLC operating agreement: section 9 officers, filled with sample entries
    Step 5: sample entries, not a real company.
  6. Section 15, Fiscal Year (page 6): Enter the date the fiscal year starts and the date it ends.
    New Mexico LLC operating agreement: section 15 fiscal year, filled with sample entries
    Step 6: sample entries, not a real company.
  7. Section 30, Effectiveness (page 10): Enter the date the LLC was formed.
    New Mexico LLC operating agreement: section 30 effectiveness, filled with sample entries
    Step 7: sample entries, not a real company.
  8. Signature block (page 11): The Member signs on the By line and prints the name and title.
    New Mexico LLC operating agreement: signature block, filled with sample entries
    Step 8: sample entries, not a real company.
  9. Schedule A, Definitions (page 12): Enter the date of the Articles of Organization in the definition.
    New Mexico LLC operating agreement: schedule a definitions, filled with sample entries
    Step 9: sample entries, not a real company.
  10. Schedule B (page 14): Enter the Member's name and address, then list the initial Managers and Officers.
    New Mexico LLC operating agreement: schedule b member managers officers, filled with sample entries
    Step 10: sample entries, not a real company.
  11. Schedule C (page 15): Describe the Member's initial capital contribution.
    New Mexico LLC operating agreement: schedule c initial capital contribution, filled with sample entries
    Step 11: sample entries, not a real company.

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

Under Section 53-19-3, the LLC's name must contain the words limited liability company or limited company, or the abbreviation L.L.C., LLC, L.C. or LC.[1.3]

Under Section 53-19-5, the registered agent you name in Section 3 can be an individual New Mexico resident, including a member. It can also be a domestic corporation, LLC or partnership, or an authorized foreign one, with a place of business in New Mexico that is the same as the registered office.[1.4]

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.

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An LLC operating agreement is an instrument that customizes the rules of a limited liability company by the requirements of its owners and sets out the principles of internal decision-making in an organized way. Discover more about the most common states requested by our users with regards to operating agreements.

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Sources

  1. N.M. Stat. Ann. 53-19-2(O).
    • 1.1 N.M. Stat. Ann. 53-19-19(A)(5)
    • 1.2 N.M. Stat. Ann. 53-19-39(A)
    • 1.3 N.M. Stat. Ann. 53-19-3(A)
    • 1.4 N.M. Stat. Ann. 53-19-5(A)
  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
Published: Jun 18, 2022
Jennifer M. Settles
Jennifer M. Settles
Author & Attorney
With over 25 years of experience as a business and transactional attorney, Jennifer has mastered the craft of closing highly successful deals for her clients. Through her wide-ranging expertise in commercial contracts, real estate transactions, M&A and corporate law, Jennifer secures results that are second-to-none.

Last Updated: October 2026. This guide is reviewed and updated regularly to reflect current New Mexico law. If you notice an error or outdated information, please contact us.