New Mexico LLC Operating Agreement
Set out who owns your New Mexico LLC, who manages it, and how profits are split — and download a print-ready PDF. Single-member or multi-member. Free, no signup. The preview updates as you type.
Maintained by the SealForms editorial team · Every state-specific figure on this page is cited to its statute or official agency page · Dataset last verified 2026 · Not legal advice.
New Mexico LLC act rules · as of 2026
- Required by law?
- No — but strongly recommended
- Recognized form
- Written only — NMSA 1978, § 53-19-2(O): "'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". New Mexico's statutory definition does not recognize oral or implied operating agreements.
- Governing act
- New Mexico Limited Liability Company Act (NMSA 1978, §§ 53-19-1 to 53-19-74)
Without an agreement: If neither the articles of organization nor an operating agreement provides for allocation, profits and losses "shall be allocated among the members in proportion to the value of their respective contributions to capital, adjusted to reflect all withdrawals from capital" — NMSA 1978, § 53-19-22. Source: NMSA 1978, § 53-19-2(O) (definition) · verify ↗.
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Operating Agreement
of __________ · State of New Mexico
This Operating Agreement (the "Agreement") is made effective __________ by the member(s) of __________ (the "Company"), a limited liability company organized under the New Mexico Limited Liability Company Act (NMSA 1978, §§ 53-19-1 to 53-19-74), with its principal office at __________ .
1. Formation & purpose. The Company was formed under New Mexico law by filing its formation document with the state. Its purpose is: __________ , and any other lawful activity under the New Mexico Limited Liability Company Act (NMSA 1978, §§ 53-19-1 to 53-19-74).
2. Members & ownership. The membership interests are: __________ — ____%; __________ — ____%; __________ — ____%; __________ — ____%. For a single-member company, the sole member holds 100% and the second line is left blank.
3. Management. The Company is __________ . If manager-managed, the manager is __________ , who may bind the Company in the ordinary course of business; major decisions (admitting members, selling substantially all assets, dissolution, amending this Agreement) require the consent of members holding a majority of the membership interests.
4. Capital contributions. The members have contributed: __________ . No member is required to make additional contributions without their written consent.
5. Allocations & distributions. Profits and losses are allocated, and distributions made, in proportion to the ownership percentages in Section 2, at the times the members (or manager) determine, subject to the New Mexico Limited Liability Company Act (NMSA 1978, §§ 53-19-1 to 53-19-74)'s limits on distributions.
6. Records, amendment & law. The Company keeps its records at the principal office; each member may inspect them. This Agreement may be amended only in writing signed by all members. It is governed byNew Mexico law and is binding on the members, their successors, and assigns.
Generated with SealFormsReflects New Mexico law · verified 2026
Why your New Mexico LLC needs this — even single-member
- It overrides the default rules. Without an agreement, the New Mexico Limited Liability Company Act (NMSA 1978, §§ 53-19-1 to 53-19-74) decides how profits are split and who can act for the company — not you.
- It protects limited liability. A written agreement is core evidence that the LLC is a real, separate entity.
- Banks and lenders ask for it. Opening a business account or getting a loan routinely requires it.
New Mexico law
No — New Mexico does not require an operating agreement (as of 2026): Not required. The act operates whether or not members adopt one; statutory defaults apply when the articles of organization and any operating agreement are silent.. But without one, the default rules of the New Mexico Limited Liability Company Act (NMSA 1978, §§ 53-19-1 to 53-19-74) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: NMSA 1978, § 53-19-2(O) (definition). Check the current New Mexico LLC rules before relying on any default.
Frequently asked questions
Is an operating agreement required in New Mexico?
No — New Mexico does not require an operating agreement (as of 2026): Not required. The act operates whether or not members adopt one; statutory defaults apply when the articles of organization and any operating agreement are silent.. But without one, the default rules of the New Mexico Limited Liability Company Act (NMSA 1978, §§ 53-19-1 to 53-19-74) decide ownership, management, and profit questions for you — which is why one is strongly recommended even for single-member LLCs. Source: NMSA 1978, § 53-19-2(O) (definition).
Does a single-member LLC need an operating agreement?
It is not usually legally required, but yes in practice: a written agreement helps prove the LLC is a separate entity (protecting limited liability), is routinely requested by banks and lenders, and controls what happens if you bring in a partner or pass the business on. For a single member, it is a short document — this template works for that case.
Does the operating agreement get filed with the state?
No. Unlike the formation certificate (articles of organization), the operating agreement is an internal document — you sign it, keep it with your records, and give each member a copy. Banks, lenders, and courts may ask to see it, but no New Mexico agency records it.
Can the agreement be oral in New Mexico?
New Mexico's statute recognizes: Written only — NMSA 1978, § 53-19-2(O): "'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". New Mexico's statutory definition does not recognize oral or implied operating agreements. (NMSA 1978, § 53-19-2(O) (definition)). Even where oral or implied agreements count, put yours in writing — proving an oral term in a dispute between members is exactly the fight the document exists to prevent.
How does New Mexico compare? See which states actually require an operating agreement, every claim cited to the state LLC act.
How New Mexico compares
Computed from our 51-jurisdiction dataset (as of 2026). Source for New Mexico: NMSA 1978, § 53-19-2(O) (definition) ↗.
- New Mexico is one of 47 of 51 jurisdictions that leave the operating agreement optional (statutory default rules apply without one) (4 require an LLC to have an operating agreement).
LLC operating agreement in other states
More New Mexico legal forms
Different state? See LLC operating agreements by state →