Under what circumstances do New Mexico LLC filings omit member or manager names from public records?
Executive summary
New Mexico law allows the Articles of Organization for an LLC to omit the names and addresses of members and managers, which means formation paperwork filed with the Secretary of State can keep ownership and management out of the public record [1] [2]. That privacy is reinforced by the lack of required annual reports and by certain state and federal tax reporting carve-outs, though other filings or third parties (banks, service providers, federal FinCEN rules for foreign entities, or state tax returns for pass‑through entities) can still disclose owners in specific circumstances [1] [3] [4] [5] [6].
1. Formation filings: members and managers are optional to disclose
New Mexico’s Articles of Organization do not require listing member or manager names and addresses, so an LLC can be formed in the state without those names appearing in the public filing made with the Secretary of State [1] [2]. Multiple business‑formation guides and registered‑agent services advertise this feature explicitly — noting that the formation form offers optional fields for member/manager information and that organizers can skip them to preserve privacy [2] [7].
2. Ongoing public filings are limited: no annual report obligation
Because New Mexico does not require LLCs to file an annual report, there are fewer routine state filings where member or manager names might later appear in public records, strengthening the practical privacy afforded at formation [1] [8]. Service providers and legal guides underscore that absence of annual report deadlines as a key reason New Mexico is seen as a state with stronger formation‑level privacy than many others [2] [8].
3. Where privacy breaks down: taxes and pass‑through entity returns
Privacy from formation filings does not universally shield owners. Multi‑member LLCs that are subject to New Mexico’s pass‑through entity tax regime must file a New Mexico PTE (pass‑through entity) information return, a filing that creates a separate state tax record and can require reporting and withholding responsibilities tied to individual owners’ shares [4] [5] [6]. Guides note single‑member LLCs are exempt from filing Form PTE, which narrows one common state disclosure trigger for sole proprietors [4].
4. Federal reporting and the FinCEN BOI rule: domestic LLCs vs. foreign entities
At the federal level, recent FinCEN Beneficial Ownership Information (BOI) rules require many companies formed in jurisdictions outside the U.S. to report beneficial owners, but U.S. state‑formed LLCs were noted in guidance as generally exempt from the BOI filing obligation referenced in the sources — a distinction that affects whether formation privacy in New Mexico will be pierced by that federal reporting regime [3]. The source explicitly flags that as of its date, domestic U.S. LLCs were treated differently than foreign‑formed entities for BOI reporting [3].
5. Practical limits and third‑party disclosure vectors
Even where state filings stay silent, routine business realities can produce owner disclosure: banks often require owner or signer identification to open accounts, registered‑agent or formation service records keep owner names internally, and courts or regulatory subpoenas can force disclosure [2] [9]. Formation vendors and private registered‑agent firms advertise that member names won’t appear in public filings and emphasize internal recordkeeping practices, but those are not the same as a legal bar to disclosure under compulsion [9] [2].
6. Administrative mechanics: amending filings and fee‑driven disclosure
If an LLC later decides to add member or manager information to its public record, or if changes make that information necessary, New Mexico’s filing system provides mechanisms to amend Articles of Organization — an amendment that vendors note carries a state fee (for example, the guidance cited a $50 amendment charge) and would then change the public record [2]. The statutory framework governing LLC duties and filings sits in New Mexico’s LLC statutes, which establish the legal baseline for what must be recorded or disclosed but do not force owner names onto the Articles of Organization at formation [10].