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New Mexico Multi-Member LLC Operating Agreement Form

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The New Mexico multi-member LLC operating agreement is a legal document to be used by any entity with more than one contributing member. With this document, the members will have the ability to establish various, procedures, policies, duties and responsibilities of members among other very important aspects of the business.

This state does not require the implementation of this document, however, for any company, no matter the size, to decide against it would be risking the personal, private assets of their members and their own. Without the document in place, should the entity find that they are facing legal action, on any level, the laws shall default to the state making all owners and members liable to pay any claims, should they lose their case. Completion of the document shall create a separation between the member/owner and the business. Possession of the document will also provide tax benefits, not available unless the document is filed.

The members/owner should review the document to be certain that all members are in complete legal understanding. If not, the services of an attorney may be in order.

How to Write

Step 1 – Download the document and submit the company name at the top of the document

Step 2 – Agreement – Submit the following:

  • The date of effectiveness of the document (mm/dd/yyyy)
  • The members’ names

Step 3 – The Company – All members must read the following titles. Enter additional information:

Formation –

  • Provide a date of commencement (mm/dd/yyyy)
  • Enter the company’s name
  • Enter the company name to be used while conducting the company’s principal business

Name – Submit the following:

  • The name that will be used to conduct the company’s business
  • Purpose – Read the statement

Office –

  • Enter the physical address that shall be maintained for the performance of the principal of the business

Registered Agent – Enter the following:

  • Name of the initial registered agent
  • Registered address of the office where the business shall be maintained

Term –

  • Provide the date of the commencement of the business -(mm/dd/yyyy)

Read the two titles in this section:

  • Names and Addresses of Members
  • Admission of Additional Members

Step 4 – Titled Sections and Subsections – Members must fully review the sections and subsections as follows:

  • Capital Contributions – subsections 2.1 through 2.3
  • Allocations of Profits and Losses; Distributions – subsections 3.1 through 3.3
  • Indemnification
  • Powers and Duties of Managers, Section 5.1 – subsections 5.1.1 through 5.3
  • Salaries, Reimbursement and Payment of Expenses subsections 6.1 through 6.3
  • Books of Account, Accounting Reports, Tax Returns, Fiscal Year, Banking – 7.1 through 7.4
  • Transfer of Membership Interest – 8.1 and 8.2 – subsections 8.2.1 through 8.2.5) – and 8.4 subsections 8.4.1 – 8.5  – subsections 8.5.1 through 8.5.5
  • Dissolution – Review 9.1 – subsections 9.1.1 through 9.1.4 – 9.2 – subsections 9.2.1 through 9.2.3

Step 5 – General Provisions – Members should take the time to carefully review the information available under the following titles:

  • Amendments
  • Governing Law
  • Entire Agreement; Modification
  • Attorney Fees
  • Further Effect
  • Severability
  • Captions
  • Notices

Step 6 – Additional Documents, Member’s Signatures and Acknowledgements – Members, only submit signatures to the remaining documentation, while in the presence of a Notary Public so that they may be effective –

  • Members must submit typed or printed names
  • Members will provide their signatures

Listing of Members – Schedule 1 – Submit :

  • The name of the company, at the beginning of the page
  • The date that the list is expected to become effective – dd/m/yy
  • Members names
  • Member’s addresses
  • Members must type or print their respective names
  • Members signatures

Listing of Capital Contributions – Schedule 2 – Enter:

  • The name of the company at the top of the form
  • Members names
  • Member’s contribution ($100.00 minimum required no future contributions required)
  • Members percentages of interest
  • The date of application of member’s signatures, in dd/m/yy format
  • Printed or typed members names
  • Member’s signatures

Listing of Valuation of Members Interest – Schedule 3 – Enter the following:

  • Company name at the top of the form
  • Member’s names
  • Amounts of the member’s Valuation Endorsement (specified)
  • The date of the member’s signatures in dd/m/yy format
  • Date member’s signatures dd/m/yy
  • Members must provide their signatures only before a notary public

Step 7 – Notarization (acknowledgement) –

  • Once complete, the attending notary will complete the remainder of the document. The notary shall sign the document and affix the official seal in acknowledgement

All signing parties, shall receive a copy of the document.


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