Voluntary dissolution by incorporators

A corporation that has or has not commenced business and has not issued any shares may be voluntarily dissolved by its incorporators in the following manner: A. articles of dissolution shall be executed by a majority of the incorporators and shall set forth: (1) the name of the corporation; (2) the date of issuance of its certificate of incorporation; (3) that none of its shares has been issued; (4) that the corporation has or has not commenced business; (5) that the amount, if any, actually paid in on subscriptions for its shares, less any part thereof disbursed for necessary expenses, has been returned to those entitled thereto; (6) that no debts of the corporation remain unpaid; and (7) that a majority of the incorporators elect that the corporation be dissolved; B. the original of the articles of dissolution together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission [secretary of state]. If the commission [secretary of state] 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], it shall, when all fees have been paid: (1) endorse on the original and copy the word "filed" and the month, day and year of the filing; (2) file the original in its office; and (3) issue a certificate of dissolution to which it shall affix the file-stamped copy; and C. the certificate of dissolution, together with the file-stamped copy of the articles of dissolution affixed to it, shall be returned by the commission [secretary of state] to the incorporators or their representative. Upon the issuance of the certificate of dissolution by the commission [secretary of state] the existence of the corporation shall cease. History: 1953 Comp., § 51-29-1, enacted by Laws 1967, ch. 81, § 79; 1975, ch. 64, § 37; 2001, ch. 200, § 58; 2003, ch. 318, § 38.