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How to Dissolve a Corporation in New Mexico (Articles of Dissolution (preceded by a required Statement of Intent to Dissolve), $50)

Updated September 4, 2026. Quick answer: a New Mexico for-profit corporation dissolves by filing Articles of Dissolution (preceded by a required Statement of Intent to Dissolve) under NMSA 1978 §§ 53-16-3, 53-16-4, 53-16-6, 53-16-11, 53-16-12 (Business Corporation Act, Chapter 53, Article 16) for $50, but New Mexico will not accept it without a tax clearance certificate in hand first.

The filing, and what New Mexico calls it

Dissolution by act of the corporation requires a board resolution recommending dissolution and shareholder approval by majority vote (§ 53-16-3), after which a Statement of Intent to Dissolve is filed with the Secretary of State (§ 53-16-4). After debts are paid/discharged and remaining assets distributed to shareholders, Articles of Dissolution are filed under §§ 53-16-11 and 53-16-12, and the Secretary of State issues a Certificate of Dissolution once the articles conform to law. Corporate existence ceases upon issuance of the certificate of dissolution, except for winding-up purposes (§ 53-16-12(B)).

The tax clearance question

New Mexico will not accept the Articles of Dissolution (preceded by a required Statement of Intent to Dissolve) without a tax clearance in hand. The statute itself gates SOS acceptance: under §§ 53-16-1(B) and 53-16-12(A), the Secretary of State may only file the articles and issue the certificate of dissolution if it finds that the articles of dissolution conform to law and that the corporation has complied with the Tax Administration Act (Chapter 7, Article 1 NMSA 1978) and has paid all contributions required by the Unemployment Compensation Law (Chapter 51 NMSA 1978). The SOS’s own Domestic Profit Corporation Dissolution Application Checklist confirms filers must attach a Certificate of No Tax Due from the Department of Taxation and Revenue and a Certificate of Compliance from the Department of Workforce Solutions. (NMSA 1978 §§ 53-16-1(B), 53-16-12(A); NM SOS Domestic Profit Corporation Dissolution Application Checklist)

Creditors and the claims window

New Mexico requires a formal notice-to-known-and-unknown-creditors procedure. After the Statement of Intent to Dissolve is filed, the corporation shall immediately cause notice thereof to be mailed to each known creditor of the corporation (§ 53-16-6(A)); the statute does not specify a numeric claims-bar period tied to that notice. (NMSA 1978 § 53-16-6(A))

What the filing costs

The Articles of Dissolution (preceded by a required Statement of Intent to Dissolve) carries a $50 filing fee. $50 filing fee for Articles of Dissolution per the NM SOS official checklist/form; payable to the New Mexico Secretary of State.

What this page does not answer

Dissolving the entity at the state level and closing it out with the IRS are two separate processes. A final federal return, IRS Form 966 in some circumstances, and canceling the EIN are governed by federal law, not by New Mexico’s corporation statute, and this cluster does not source them. We have the state-filing answer at primary and the federal-closeout answer not at all.

This page sells nothing and links to no filing service. Dissolving a corporation is a filing-desk task with a statutory answer, and the answer is either in the state’s code and the Secretary of State’s own instructions or it is not.

This page covers a for-profit business corporation. If you are closing an LLC in New Mexico instead, the filing, fee and statute are different: see dissolving an LLC in New Mexico.

Sources

Every citation on this page is statutory or the Secretary of State’s own official filing instructions. No formation service, no registered-agent marketing page and no aggregator is cited anywhere in this cluster; those are the only publishers of the competing versions.

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