Chapter 53 — Chapter 53

ANNOTATIONS Repeals. — Laws 1983, ch. 304, § 73, repealed 53-11-45 NMSA 1978, as enacted by Laws 1967, ch. 81, § 44, relating to distributions from capital surplus, effective June 17, 1983.

A. In addition to any other liabilities, a director who votes for or assents to any distribution contrary to the provisions of the Business Corporation Act or contrary to any restrictions contained in the articles of incorporation shall, unless the director complies with the stan…

A. No action shall be brought in this state by a shareholder in the right of a domestic or foreign corporation unless: (1) the plaintiff was a shareholder of record or the beneficial owner of shares held by a nominee or the holder of voting trust certificates at the time of the t…

Every corporation organized under the Business Corporation Act shall have officers, with titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws, and as many officers as may be necessary to enable t…

Any officer or agent may be removed by the board of directors whenever in its judgment the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person removed. Election or appointment of an of…

A. As used in this section, "treasury shares" means shares of a corporation issued and subsequently acquired by the corporation but that have not been restored to the status of unissued shares. B. A corporation has the power to purchase, redeem, receive, take or otherwise acquire…

examination of records. A. Each corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders and board of directors, and shall keep at its registered office or principal place of business, or at the office …

A. If the articles of incorporation or the bylaws so provide, the board of directors may adopt by resolution a procedure whereby a shareholder of the corporation may certify in writing to the corporation that all or a portion of the shares registered in the name of such sharehold…

No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation is invalid because the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, but such lack of capacity or power may be a…

A. The corporate name shall: (1) contain the separate word "corporation," "company," "incorporated" or "limited" or shall contain a separate abbreviation of one of these words; (2) not contain any word or phrase which indicates or implies that it is organized for any purpose othe…

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 Business Corporation Act; (2) any domestic corporation intending to change its name; (3) any foreign corporation intending to make application fo…

A. Any foreign corporation not authorized to transact business in this state may register its corporate name under the Business Corporation Act if its corporate name is not the same as, or confusingly similar to, the name of any domestic corporation existing under the laws of thi…

One or more persons or a domestic or foreign corporation may act as incorporator of a corporation by signing and delivering 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, to the commission [se…

A. The articles of incorporation shall set forth: (1) the name of the corporation and, if different, the name under which it proposes to transact business in New Mexico; (2) the period of duration, if other than perpetual; (3) the purpose for which the corporation is organized, w…

A. An original of the articles of incorporation together with a copy, which may be signed, photocopied or conformed, and a statement executed by the designated registered agent acknowledging acceptance of the appointment by the filing corporation as its registered agent, if the a…

Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, upon delivery of the articles of incorporation to the commission [secretary of state], the corporate existence shall begin, and the certificate of incorporation shall be …

After the issuance of the certificate of incorporation, an organization meeting of the board of directors named in the articles of incorporation shall be held, either within or without this state, at the call of a majority of the directors named in the articles of incorporation, …

ANNOTATIONS Repeals. — Laws 1993, ch. 318, § 6 repealed 53-12-6 NMSA 1978, as enacted by Laws 1991, ch. 170, § 8, requiring any person elected or appointed to a board of directors to file an affidavit with the corporation stating that he consents to be a member of the board of di…

standard of conduct. A. A corporation, including a professional corporation, may elect to be designated as a benefit corporation. A professional corporation that elects to be designated as a benefit corporation does not violate the provisions of Section 53-6-5 NMSA 1978. A provis…

A corporation may amend its articles of incorporation from time to time in as many respects as may be desired, so long as its articles of incorporation, as amended, contain only such provisions as might be lawfully contained in original articles of incorporation at the time of ma…

All the issued or all the outstanding shares of one or more classes of any domestic corporation may be acquired through the exchange of all such shares of such class or classes by another domestic corporation pursuant to a plan of exchange approved in the manner provided in the B…

Amendments to the articles of incorporation shall be made in the following manner: A. if shares have been issued, the board of directors shall adopt a resolution setting forth the proposed amendment and directing that it be submitted to a vote at a meeting of shareholders, which …

The holders of the outstanding shares of a class may vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would: A. effect an exchange, reclassification or cancellation of all or pa…

The articles of amendment shall be executed by the corporation by an authorized officer and shall set forth: A. the name of the corporation; B. the amendment adopted; C. the date of the adoption of the amendment by the shareholders or by the board of directors where no shares hav…

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 articles of amendment shall be delivered to the commission [secretary of state]. If the commission [secretary of state] finds that the …

Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, the amendment shall become effective upon delivery of the articles of amendment to the commission [secretary of state] or on such later date, not more than thirty days su…

A. A domestic corporation may at any time restate its articles of incorporation, as amended, by a resolution adopted by the board of directors. B. Upon the adoption of such resolution, restated articles of incorporation shall be executed by the corporation by an authorized office…

proceedings. A. Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relati…

Any two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in the Business Corporation Act. The board of directors of each corporation shall, by resolution adopted by each such board, approve a plan of…

Any two or more domestic corporations may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in the Business Corporation Act. The board of directors of each corporation shall, by a resolution adopted by each such board, approve …

A. The board of directors of each corporation in the case of a merger or consolidation, and the board of directors of the corporation the shares of which are to be acquired in the case of an exchange, upon approving a plan of merger, consolidation or exchange, shall, by resolutio…

A. Upon receiving the approvals required by Sections 53-14-1, 53-14-2 and 53-14-3 NMSA 1978, articles of merger or articles of consolidation shall be executed by each corporation by an authorized officer and shall set forth: (1) the plan of merger or the plan of consolidation; (2…

A. Any corporation owning at least ninety percent of the outstanding shares of each class of another corporation may merge the other corporation into itself without approval by a vote of the shareholders of either corporation. Its board of directors shall by resolution approve a …

Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, a merger, consolidation or exchange shall become effective upon delivery of the articles of merger, consolidation or exchange to the commission [secretary of state] or on…

domestic and foreign corporations. A. One or more foreign corporations and one or more domestic corporations may be merged or consolidated or participate in an exchange, in the following manner, if the merger, consolidation or exchange is permitted by the laws of the state under …

or pledge of assets. The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of a corporation, whether or not…

A sale, lease, exchange or other disposition of all or substantially all the property and assets, with or without the good will, of a corporation, if not in the usual and regular course of its business, may be made upon such terms and conditions and for such consideration, which …

shares. A. Any shareholder of a corporation may dissent from, and obtain payment for the shareholder's shares in the event of, any of the following corporate actions: (1) any plan of merger or consolidation to which the corporation is a party, except as provided in Subsection C o…

A. Any shareholder electing to exercise his right of dissent shall file with the corporation, prior to or at the meeting of shareholders at which the proposed corporate action is submitted to a vote, a written objection to the proposed corporate action. If the proposed corporate …

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 c…

proceedings. Upon the filing by the commission [secretary of state] of a statement of revocation of voluntary dissolution proceedings, whether by consent of shareholders or by act of the corporation, the revocation of the voluntary dissolution proceedings shall become effective a…

If voluntary dissolution proceedings have not been revoked, then, when all debts, liabilities and obligations of the corporation have been paid and discharged or adequate provision has been made therefor and all of the remaining property and assets of the corporation have been di…

A. An original of 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 corp…

A corporation may be dissolved involuntarily by a decree of the district court of Santa Fe county in an action filed by the attorney general when it is established that the corporation: A. procured its articles of incorporation through fraud; or B. has continued to exceed or abus…

The commission [secretary of state] shall certify to the attorney general, from time to time, the names of all corporations which have given cause for dissolution as provided by the Business Corporation Act, together with the facts pertinent thereto. Whenever the commission [secr…

Every action for the involuntary dissolution of a corporation shall be commenced by the attorney general in the district court of Santa Fe county. Summons shall issue and be served as in other civil actions. If process is returned not found, the attorney general shall cause publi…

corporation. A. The district courts may liquidate the assets and business of a corporation: (1) in an action by a shareholder when it is established that: (a) the directors are deadlocked in the management of the corporate affairs and the shareholders are unable to break the dead…

A. In proceedings to liquidate the assets and business of a corporation, the court may issue injunctions, appoint a receiver or receivers pendente lite, with such powers and duties as the court, from time to time, may direct, and take other proceedings necessary to preserve the c…

A receiver shall in all cases be a natural person or a corporation authorized to act as receiver, which corporation may be a domestic corporation or a foreign corporation authorized to transact business in this state, and shall in all cases give bond as the court may direct with …

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