New Mexico · Operating agreement
New Mexico LLC operating agreement
What New Mexico's LLC act says about operating agreements, what applies without one, and a free template to build yours.
Build my New Mexico operating agreementWhat New Mexico’s LLC act says
New Mexico's definitions section calls the document an operating agreement and describes it as a written agreement for the conduct of the company's business and affairs. 3
New Mexico defines an operating agreement as a written agreement, and amendments to it are also made in writing. The act does not say whether an oral or implied agreement counts. 3
One-member company. New Mexico lets one or more persons own and operate an LLC, so a company with a single member is permitted. 4
Not confirmed for New Mexico from an official source: a list of terms a New Mexico agreement cannot change.
What happens with no agreement
In New Mexico, the members manage the company unless the articles of organization put management in one or more managers. 2
New Mexico splits profits and losses as the articles or operating agreement say. If neither does, they follow the value of each member's capital contributions. 1
What the template covers in New Mexico
- Company Details. The company's name, state, effective date and principal office.
- Members & Management. Who the members are, whether there is one or several, and who runs the company.
- Capital & Distributions. What each member puts in and how profit is paid out.
- Taxes. The federal tax treatment the company reports under.
- Transfers & Buyout. What happens when a member sells, leaves or is bought out.
- Governance & Legal Terms. How votes, outside work, confidentiality and disputes are handled.
- Succession. Who takes over a single-member company if its member cannot act.
- Notarization. An optional notary acknowledgment page.
New Mexico’s default management and profit rules are in the sections above. In the template you pick member-managed or manager-managed, and ownership share or equal shares for profit.
You also choose single-member or multi-member. The text is built in the Document Builder, not printed here.
Where it fits when you form a New Mexico LLC
You form a New Mexico LLC by filing with New Mexico’s Secretary of State.
New Mexico has no annual report for LLCs.
Search the New Mexico business records at the Secretary of State before you file: New Mexico entity search.
The operating agreement for a New Mexico LLC is separate from the New Mexico formation filing. New Mexico requires an LLC to keep a copy of every current and prior operating agreement, and each amendment, at its principal place of business. 5
Common questions
Is an operating agreement required for an LLC in New Mexico?
New Mexico's LLC act does not tell an LLC to adopt an operating agreement. Where there is none, the act sets its own rule, such as sharing profits by the value of contributions (53-19-22). 1
Is there a New Mexico LLC operating agreement template?
Yes, free in the Document Builder. PDF and Word downloads need a free account.
Can a single-member New Mexico LLC have an operating agreement?
New Mexico lets one or more persons own and operate an LLC, so a company with a single member is permitted. 4
Does a New Mexico operating agreement need to be notarized?
None of the New Mexico rules quoted on this page asks for a notary. The template adds an optional notary page.
Where do I keep a New Mexico operating agreement, and is it filed?
New Mexico requires an LLC to keep a copy of every current and prior operating agreement, and each amendment, at its principal place of business. 5
Also in New Mexico
Sources 5 links, checked Nov 13, 2026
- New Mexico LLC act, section 53-19-22 nmonesource.com, checked Nov 13, 2026
If neither the articles of organization nor an operating agreement provide for allocation, such profits and losses shall be allocated among the members in proportion to the value of their respective contributions to capital
- New Mexico LLC act, section 53-19-15 nmonesource.com, checked Nov 13, 2026
Except to the extent the articles of organization vest management of the limited liability company in one or more managers, management of the business and affairs of the limited liability company shall be vested in the members
- New Mexico LLC act, section 53-19-2 nmonesource.com, checked Nov 13, 2026
‘operating agreement’ means a written agreement providing for the conduct of the business and affairs of a limited liability company
- New Mexico LLC act, section 53-19-7 nmonesource.com, checked Nov 13, 2026
One or more persons may own and operate the limited liability company.
- New Mexico LLC act, 53-19-19 nmonesource.com, checked Nov 13, 2026
a copy of every current and prior operating agreement, and every amendment to each of those operating agreements
Each source shows the date it was checked. The newest check is Nov 13, 2026.
This page explains New Mexico’s rules. It is not legal or tax advice.
Ready to file? Start your New Mexico LLC.