Chapter 53 — Chapter 53

In proceedings to liquidate the assets and affairs of a corporation the district court may require all creditors of the corporation to file with the clerk of the court or with the receiver, in a form the court may prescribe, proofs under oath of their respective claims. If the co…

The liquidation of the assets and affairs of a corporation may be discontinued at any time during the liquidation proceedings when it is established that cause for liquidation no longer exists. In such event the court shall dismiss the proceedings and direct the receiver to redel…

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do the act or to make or receive the conveyance or transfer, but such lack of cap…

In proceedings to liquidate the assets and affairs of a corporation, when the costs and expenses of the proceedings and all debts, obligations and liabilities of the corporation have been paid and discharged and all of its remaining property and assets distributed in accordance w…

In case the district court enters a decree dissolving a corporation, it shall be the duty of the clerk of the court to file a certified copy of the decree with the corporation commission [secretary of state]. No fee shall be charged by the commission [secretary of state] for the …

Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to any person who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive portion, shall be reduced to ca…

The dissolution of a corporation either by the issuance of a certificate of dissolution by the corporation commission [secretary of state], or by a decree of court when the court has not liquidated the assets and affairs of the corporation as provided in the Nonprofit Corporation…

A. No foreign corporation has the right to conduct affairs in New Mexico until it has procured a certificate of authority to do so from the corporation commission [secretary of state]. No foreign corporation is entitled to procure a certificate of authority under the Nonprofit Co…

A foreign corporation which has received a certificate of authority under the Nonprofit Corporation Act shall, until a certificate of revocation or of withdrawal has been issued as provided in that act, enjoy the same, but no greater, rights and privileges as a domestic corporati…

No certificate of authority shall be issued to a foreign corporation unless the corporate name of the corporation and, if different, the name under which it proposes to transact business in New Mexico: A. shall not contain any word or phrase that indicates or implies that it is o…

Whenever a foreign corporation which is authorized to conduct affairs in New Mexico changes its name to one under which a certificate of authority would not be granted to it on application therefor, the certificate of authority of the corporation shall be suspended and it shall n…

A. A foreign corporation, in order to procure a certificate of authority to conduct affairs in New Mexico, shall make application to the commission [secretary of state], which application shall set forth: (1) the name of the corporation and the state or country under the laws of …

A. The following documents shall be delivered to the secretary of state: (1) an original of the application of the corporation for a certificate of authority and a certificate of good standing and compliance issued by the appropriate official of the state or country under the law…

The corporate name and, if different, the name under which the corporation proposes to transact business in New Mexico shall not: A. contain any word or phrase that indicates or implies that it is organized for any purpose other than one or more of the purposes contained in its a…

A. The exclusive right to the use of a corporate name may be reserved by: (1) any person intending to organize a corporation under the Nonprofit Corporation Act; (2) any domestic corporation intending to change its name; (3) any foreign corporation intending to make application f…

Unless the corporation commission [secretary of state] disapproves pursuant to Subsection A of Section 53-8-91 NMSA 1978, upon delivery of the application for a certificate of authority to the corporation commission [secretary of state], the corporation shall be authorized to con…

corporation. Each foreign corporation authorized to conduct affairs in New Mexico shall have and continuously maintain in this state: A. a registered office which may be, but need not be, the same as its principal office; and B. a registered agent, which agent may be either an in…

corporation. A. A foreign corporation authorized to conduct affairs in New Mexico may change its registered office or change its registered agent, or both, upon filing in the office of the commission [secretary of state] a statement setting forth: (1) the name of the corporation;…

The registered agent appointed by a foreign corporation authorized to transact business in New Mexico shall be an agent of the corporation upon whom any process, notice or demand required or permitted by law to be served upon the corporation may be served. Nothing in this section…

ANNOTATIONS Repeals. — Laws 1983, ch. 304, § 73, repealed 53-8-74 NMSA 1978, as enacted by Laws 1975, ch. 217, § 74, relating to amendment of the articles of incorporation of a foreign corporation, effective June 17, 1983.

in this state. Whenever a foreign corporation authorized to conduct affairs in New Mexico is a party to a statutory merger permitted by the laws of the state or country under the laws of which it is incorporated, it shall, within thirty days after the merger becomes effective, fi…

A. A foreign corporation authorized to conduct affairs in New Mexico shall procure an amended certificate of authority in the event it changes its corporate name or desires to pursue in New Mexico other or additional purposes than those set forth in its prior application for a ce…

A. A foreign corporation authorized to conduct affairs in New Mexico may withdraw from this state upon procuring from the secretary of state a certificate of withdrawal. In order to procure the certificate of withdrawal, the foreign corporation shall deliver to the secretary of s…

A. An original and a copy, which may be a photocopy of the original after it was signed or a photocopy that is conformed to the original, of the application for withdrawal shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that…

A. The certificate of authority of a foreign corporation to conduct affairs in New Mexico may be revoked by the commission [secretary of state] upon the conditions prescribed in this section when: (1) the corporation has failed to file its annual report within the time required b…

Each corporation shall have and continuously maintain in New Mexico: A. a registered office which may be, but need not be, the same as its principal office; and B. a registered agent, which agent may be either an individual resident in New Mexico whose business office is identica…

A. Upon revoking a certificate of authority, the commission [secretary of state] shall: (1) issue a certificate of revocation in duplicate; (2) file one of the certificates in its office; and (3) mail to the corporation at the corporation's mailing address as shown in the most re…

A. No foreign corporation which is conducting affairs in New Mexico without a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this state until the corporation shall have obtained a certificate of authority. Nor shall any acti…

A. Each domestic corporation and each foreign corporation authorized to conduct affairs in New Mexico shall file, within the time prescribed by the Nonprofit Corporation Act, on forms prescribed and furnished by the secretary of state to the corporation not less than thirty days …

extension of time. A. The annual report of a domestic or foreign corporation shall be delivered to the secretary of state on or before the fifteenth day of the fifth month following the end of its taxable year, except that the first annual report of a domestic or foreign corporat…

ANNOTATIONS Repeals. — Laws 1989, ch. 294, § 5 repealed 53-8-84 NMSA 1978, as enacted by Laws 1975, ch. 217, § 84, relating to public agency, connected corporations, special reports, and audits, effective January 1, 1990.

The secretary of state shall charge and collect for: A. filing articles of incorporation and issuing a certificate of incorporation, twenty-five dollars ($25.00); B. filing articles of amendment and issuing a certificate of amendment, twenty dollars ($20.00); C. filing restated a…

The commission [secretary of state] shall provide, pursuant to the provisions of the Public Records Act [Chapter 14, Article 3 NMSA 1978], for the retention, storage and destruction of annual reports filed with the commission [secretary of state]. History: 1953 Comp., § 51-14-127…

penalty; suspension of filing. A. Any person or corporation that pays a fee by check to the secretary of state, which check is dishonored upon presentation, is liable to the secretary for such fees together with a civil penalty of twenty dollars ($20.00) for each such check. B. T…

The secretary of state shall charge and collect for furnishing a copy of any document, instrument or paper relating to a corporation, five dollars ($5.00). In addition, if certifying the document, ten dollars ($10.00) shall be paid for the certificate and affixing the seal theret…

Each corporation, domestic or foreign, that fails or refuses to file any report for any year within the time prescribed by the Nonprofit Corporation Act shall be subject to a penalty of ten dollars ($10.00) to be assessed by the corporation commission [secretary of state]. Histor…

A. Whenever any corporation is no longer actively conducting affairs in this state or carrying out the purposes of its incorporation, any two of its directors or officers may unite in signing a statement to that effect; the statement shall be filed in lieu of the required annual …

A. All reports required to be filed with the commission [secretary of state] pursuant to the Nonprofit Corporation Act shall contain the following affirmation: "Under penalties of perjury, I declare and affirm that I have examined this report, including the accompanying schedules…

A. A corporation may change its registered office or change its registered agent, or both, upon filing in the office of the public regulation commission [secretary of state] a statement setting forth: (1) the name of the corporation; (2) the address of its then registered office;…

In response to a written claim for a refund for overpayment of a fee collected by the commission [secretary of state] pursuant to the Nonprofit Corporation Act, the commission [secretary of state] or its delegate may authorize the refund to a corporation, a foreign corporation, a…

A. If the commission [secretary of state] fails to approve any articles of incorporation, amendment, merger, consolidation or dissolution, or any other document required by the Nonprofit Corporation Act to be approved by the commission [secretary of state] before the same is file…

The commission [secretary of state] may issue a certificate of good standing and compliance if the corporation requesting the certificate has paid all fees due at the time of the request. History: 1953 Comp., § 51-14-131.1, enacted by Laws 1977, ch. 178, § 18.

All certificates issued by the corporation commission [secretary of state] in accordance with the provisions of the Nonprofit Corporation Act, and all copies of documents filed in the commission's [secretary of state’s] office in accordance with the provisions of the Nonprofit Co…

[secretary of state]. Forms for all documents to be filed in the office of the corporation commission [secretary of state] may be furnished by the commission [secretary of state] on request therefor, but the use thereof, unless otherwise specifically prescribed in the Nonprofit C…

Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation or bylaws require the vote or concurrence of a greater proportion of the directors or members or any class of members than required by the Nonprofit Corpor…

Whenever any notice is required to be given to any member or director of a corporation under the provisions of the Nonprofit Corporation Act or under the provisions of the articles of incorporation or bylaws of the corporation, a waiver thereof in writing signed by the person or …

A. Any action required by the Nonprofit Corporation Act to be taken at a meeting of the members or directors of a corporation, or any action which may be taken at a meeting of the members or directors, may be taken without a meeting if a consent in writing, setting forth the acti…

All persons who assume to act as a corporation without authority so to do shall be jointly and severally liable for all debts and liabilities incurred or arising as a result thereof. History: 1953 Comp., § 51-14-137, enacted by Laws 1975, ch. 217, § 95.

The repeal of a prior act by the Nonprofit Corporation Act shall not affect any right accrued or established, or any liability or penalty incurred, under the provisions of such act, prior to the repeal thereof. History: 1953 Comp., § 51-14-138, enacted by Laws 1975, ch. 217, § 97…

The inhabitants within the state of New Mexico, known by the name of the Pueblo Indians, and living in towns or villages built on lands granted to such Indians by the laws of Spain and Mexico, and conceding to such inhabitants certain lands and privileges, to be used for the comm…