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Ask a Lawyer -- LLCs
LLC Question 142
Question:
I am real pleased with the operating agreement I created on this web site. Should we file this document with the state? They do not require this document. But it seems to me that without the operating agreement we do not get the limited liability benefits of an LLC.
Response: No, the LLC operating agreement is not filed with the state. They will not accept it. Articles of Organization for your LLC must be filed with the State of New Mexico. No need to take my word for it. You can fax the NM Public Regulations Commissions (Corporations Bureau) at the below address and ask them:
Public Regulation Commission
PO Box 1269
Santa Fe, New Mexico 87504-1269
1-800-947-4722 (NM Residents Only)
(505) 827-4502 and (505) 827-4508
(505) 827-4387 fax
If your point is that the New Mexico statute defining the liability of LLC members refers to the LLC operating agreement, I agree. See, NM Stat. § 53-19-16. Liabilities and duties of managers and members. But the point of the statute is that the operating agreement can alter liability. However, to my knowledge, nowhere in the New Mexico LLC Act is an operating agreement required for LLCs.
Submitted: 11/08/2007; Paul, New Mexico
Response: 11/08/2007; JJR
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