Chapter 53 — Chapter 53

A corporation may be voluntarily dissolved by the written consent of all of its shareholders. Upon the execution of the written consent, a statement of intent to dissolve shall be executed by the corporation by an authorized officer, which statement shall set forth: A. the name o…

The liquidation of the assets and business 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 red…

In proceedings to liquidate the assets and business 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 to its shareho…

In case the court enters a decree dissolving a corporation, the clerk of the court shall cause a certified copy of the decree to be filed with the commission [secretary of state]. No fee shall be charged by the commission [secretary of state] for the filing. History: 1953 Comp., …

shareholders. Upon the voluntary or involuntary dissolution of a corporation, the portion of the assets distributable to a creditor or shareholder who is unknown or cannot be found, or who is under disability and there is no person legally competent to receive the distributive po…

The dissolution of a corporation does not take away or impair any remedy available to or against the corporation, its directors, officers or shareholders, for any right or claim existing, or any liability incurred, prior to the dissolution and any such action or proceeding by or …

A corporation may be dissolved by the act of the corporation, when authorized in the following manner: A. the board of directors shall adopt a resolution recommending that the corporation be dissolved and directing that the question of dissolution be submitted to a vote at a meet…

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 statement of intent to dissolve, whether by consent of shareholders or by act of the corporation, shall be delivered to the commission [se…

Upon the filing by the commission [secretary of state] of a statement of intent to dissolve, whether by consent of shareholders or by act of the corporation, the corporation shall cease to carry on its business, except insofar as necessary for the winding up thereof, but its corp…

After the filing by the commission [secretary of state] of a statement of intent to dissolve, the corporation: A. shall immediately cause notice thereof to be mailed to each known creditor of the corporation; B. shall proceed to collect its assets, convey and dispose of such of i…

consent of shareholders. By the written consent of all of its shareholders, a corporation may, at any time prior to the issuance of a certificate of dissolution by the commission [secretary of state], revoke voluntary dissolution proceedings. Upon the execution of the written con…

corporation. By the act of the corporation, a corporation may, at any time prior to the issuance of a certificate of dissolution by the commission [secretary of state], revoke voluntary dissolution proceedings taken, in the following manner: A. the board of directors shall adopt …

proceedings. An original of the statement of revocation of voluntary dissolution proceedings, whether by consent of shareholders or by act of the corporation, together with a copy, which may be signed, photocopied or conformed, shall be delivered to the commission [secretary of s…

No foreign corporation shall transact business in this state until it has procured a certificate of authority to do so from the commission [secretary of state]. No foreign corporation shall procure a certificate of authority under the Business Corporation Act to transact in this …

corporation. A. A foreign corporation authorized to transact business in this state 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…

The registered agent appointed by a foreign corporation authorized to transact business in this state 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 53-17-12 NMSA 1978, as enacted by Laws 1967, ch. 81, § 113, relating to amendment of the articles of incorporation of a foreign corporation, effective June 17, 1983.

transact business in this state. Whenever a foreign corporation authorized to transact business in this state is a party to a statutory merger or conversion permitted by the laws of the state or country under the laws of which it is incorporated, it shall, within thirty days afte…

A foreign corporation authorized to transact business in this state shall procure an amended certificate of authority in the event it changes its corporate name or desires to pursue in this state other or additional purposes than those set forth in its prior application for a cer…

A. A foreign corporation authorized to transact business in this state 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…

A. An original of an application for withdrawal 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 application conforms to the provisions of the Busi…

A. The certificate of authority of a foreign corporation to transact business in this state 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 timely or has failed to …

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 a notice of revocation accompanied by one of the certificates to the corporatio…

transact business in this state. Foreign corporations which are authorized to transact business in this state at the time the Business Corporation Act takes effect, for a purpose or purposes for which a corporation might secure such authority under the Business Corporation Act, s…

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

A. No foreign corporation transacting business in this state without a certificate of authority shall be permitted to maintain any action, suit or proceeding in any court of this state, until the corporation has obtained a certificate of authority. Nor shall any action, suit or p…

ANNOTATIONS Repeals. — Laws 1993, ch. 318, § 6 repealed 53-17-21 NMSA 1978, as enacted by Laws 1991, ch. 170, § 10, 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 …

A. 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: (1) contains the word "corporation", "company", "incorporated" or "limited"…

Whenever a foreign corporation which is authorized to transact business in this state 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…

A. A foreign corporation, in order to procure a certificate of authority to transact business in this state, 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 o…

A. A corporation applying for a certificate of authority shall deliver to the commission [secretary of state]: (1) an original of the application of the corporation for a certificate of authority together with a copy, which may be signed, photocopied or conformed; (2) a certifica…

The commission [secretary of state] may waive the filing of articles of incorporation or other documents by a corporation making application for a certificate of authority if the documents were filed in connection with a previous application for a certificate of authority. Histor…

Unless the commission [secretary of state] disapproves pursuant to Subsection A of Section 53-18-2 NMSA 1978, upon delivery of the application for a certificate of authority to the commission [secretary of state], the corporation shall be authorized to transact business in this s…

corporation. Each foreign corporation authorized to transact business in this state shall have and continuously maintain in this state: A. a registered office which may be, but need not be, the same as its place of business in this state; and B. a registered agent, which agent ma…

The commission [secretary of state] has the power and authority reasonably necessary to enable it to administer the Business Corporation Act efficiently and to perform the duties therein imposed upon it. History: 1953 Comp., § 51-31-1, enacted by Laws 1967, ch. 81, § 122.

A. The provisions of the Business Corporation Act apply to all existing corporations organized under any general act of this state providing for the organization of corporations for a purpose or purposes for which a corporation might be organized under the Business Corporation Ac…

The provisions of the Business Corporation Act apply to commerce with foreign nations and among the several states only insofar as permitted under the provisions of the constitution of the United States. History: 1953 Comp., § 51-31-10, enacted by Laws 1967, ch. 81, § 131.

The legislature reserves power to amend, repeal or modify all or any part of the Business Corporation Act at any time and such changes shall be binding upon all corporations subject to the provisions of the Business Corporation Act. History: 1953 Comp., § 51-31-11, enacted by Law…

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 Business Corporation Act to be approved by the commission [secretary of state] before it is filed in its…

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., § 51-31-2.1, enacted by Laws 1977, ch. 103, § 19; 1983, ch. 304, § 70.

All certificates issued by the commission [secretary of state] in accordance with the provisions of the Business Corporation Act, and all copies of documents filed in its office in accordance with the provisions of the Business Corporation Act, when certified by it, shall be take…

Forms for all documents to be filed in the office of the commission [secretary of state] may be furnished by the commission [secretary of state] on request therefor, but the use thereof unless otherwise specifically prescribed by law, is not mandatory. History: 1953 Comp., § 51-3…

Whenever a section of the Business Corporation Act specifies the vote of the holders of a certain proportion of the shares, or of any class or series thereof, for the taking of any action by the shareholders of a corporation, the articles of incorporation may require a greater pr…

A. The provisions of the 1983 amendments to the Business Corporation Act lowering voting requirements from a two-thirds majority to a simple majority shall not apply to a corporation that was in existence on June 17, 1983, until the corporation, by amendment to its articles of in…

Whenever any notice is required to be given to any shareholder or director of a corporation under the provisions of the Business 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…

Any action required by the Business Corporation Act to be taken at a meeting of the shareholders of a corporation, or any action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, is sign…

All persons who assume to act as a corporation without authority to do so are jointly and severally liable for all debts and liabilities incurred or arising as a result thereof. History: 1953 Comp., § 51-31-8, enacted by Laws 1967, ch. 81, § 129.

Chapter 53, Article 19 NMSA 1978 may be cited as the "Limited Liability Company Act". History: Laws 1993, ch. 280, § 1; 1998, ch. 108, § 29.

A. A limited liability company is formed when the articles of organization are filed with the commission [secretary of state] or at any later date or time specified in the articles of organization if there has been substantial compliance with the requirements of the Limited Liabi…

A. The articles of organization of a limited liability company are amended when articles of amendment are filed with the secretary of state or at any later date or time specified in the articles of amendment if there has been substantial compliance with the requirements of the Li…