Chapter 53 — Chapter 53

A. Unless otherwise specified in the Limited Liability Company Act, any document required to be filed with the commission [secretary of state] shall be executed: (1) by a manager, if management of the limited liability company is vested in one or more managers, or by a member, if…

Except as otherwise provided in the Limited Liability Company Act, the debts, obligations and liabilities of a limited liability company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the limited liability company. No me…

A member of a limited liability company is not a proper party to a proceeding by or against the limited liability company solely by reason of being a member of the limited liability company, except where the object of the proceeding is to enforce a member's right against or liabi…

A. Except to the extent the articles of organization vest management of the limited liability company in one or more managers, management of the business and affairs of the limited liability company shall be vested in the members, subject to any provision in the articles of organ…

Unless otherwise provided by the articles of organization or an operating agreement: A. a member who is not a manager and is not vested with particular management responsibilities by the articles of organization or an operating agreement shall not be liable to the limited liabili…

A. Except as provided by the articles of organization, an operating agreement or the Limited Liability Company Act, members who have contributed to the capital of the limited liability company shall vote in proportion to the value of their contributions to the capital of the limi…

The articles of organization or an operating agreement may provide for indemnification of a member or manager for judgments, settlements, penalties, fines or expenses incurred in a proceeding to which a person is a party because he is or was a member or manager and for advancemen…

A. A limited liability company shall keep at its principal place of business, and notify all of its members of the location of such place, the following: (1) a list containing the full name and last known mailing address of all current and former members and managers; (2) a copy …

As used in the Limited Liability Company Act: A. "articles of organization" means the original or restated articles filed pursuant to the Limited Liability Company Act and any amendments to those articles, including articles of merger or consolidation; B. "corporation" means an o…

interest. A. A membership interest in a limited liability company may be issued in exchange for a contribution of cash or property received by the limited liability company or services rendered to the limited liability company, the value of which shall be established and recorded…

A. Except as provided in the articles of organization or an operating agreement, a member's written promise to the limited liability company to contribute cash or property or render services is not excused by reason of the member's death, disability or other inability to perform.…

The profits and losses of a limited liability company shall be allocated among the members in the manner provided in the articles of organization or an operating agreement. If neither the articles of organization nor an operating agreement provide for allocation, such profits and…

Except as provided in Sections 24 and 44 [53-19-24, 53-19-44 NMSA 1978] of the Limited Liability Company Act, distributions of cash or other assets of a limited liability company shall be shared among the members and among classes of members in the manner provided by the articles…

Upon the happening of an event of dissociation that does not require the winding up of the affairs of the limited liability company pursuant to Section 39 [53-19-39 NMSA 1978] of the Limited Liability Company Act, a dissociating member is entitled to receive any distribution to w…

Except as provided in the articles of organization or an operating agreement: A. unless approved by all members, no member shall have the right to withdraw any part of his contribution to capital; B. a member, regardless of the nature of the member's contribution, has no right to…

A. No distribution may be made if, after giving effect to the distribution: (1) the limited liability company would not be able to pay its debts as they become due in the usual course of business; or (2) the fair market value of the limited liability company's total assets would …

A. In addition to any other liabilities, a member or manager who votes for, approves or consents to any distribution that violates any provision of the articles of organization, an operating agreement or Section 26 [53-19-26 NMSA 1978] of the Limited Liability Company Act shall b…

At the time a member becomes entitled to receive a distribution, the member has the status of and is entitled, with respect to the distribution, to all remedies available to a creditor of the limited liability company. A member to whom a limited liability company is indebted as a…

A. Property transferred to or otherwise acquired by a limited liability company is property of the limited liability company and not of the members. A member has no interest in an item of limited liability company property. B. Property acquired or owned by the limited liability c…

A. The name of a limited liability company and, if different, the name under which it proposes to transact business in New Mexico shall be stated in its articles of organization and shall contain the words "limited liability company" or "limited company" or the abbreviation "L.L.…

A. Except as provided in Subsection E of this section, Section 42 or 43 [53-19-42, 53-19-43 NMSA 1978] of the Limited Liability Company Act or otherwise in the articles of organization or an operating agreement, title to property of a limited liability company that is held in the…

A membership interest is personal property. History: Laws 1993, ch. 280, § 31.

A. Except as provided in the articles of organization or an operating agreement: (1) a membership interest or a limited liability company interest is assignable in whole or in part; (2) until the assignee becomes a member in accordance with the provisions of Subsection A of Secti…

A. Except as otherwise provided in the articles of organization or an operating agreement, an assignee may become a member only if the other members unanimously consent. Such consent shall be evidenced in the manner specified in the articles of organization or an operating agreem…

member. If a member who is an individual dies or a court adjudges him to be incompetent to manage his person or property, or if a member that is not an individual is dissolved, liquidated or otherwise completely terminated, the member's executor, administrator, guardian, conserva…

On application to a court by any judgment creditor of a member, the court may charge the interest of the member with payment of the unsatisfied amount of the judgment, with interest. To the extent so charged, the judgment creditor has no more rights than those to which an assigne…

A. Subject to the provisions of Subsection B of this section, a person may become a member of a limited liability company: (1) in the case of a person acquiring a membership interest directly from the limited liability company, upon compliance with the articles of organization or…

A. Unless the articles of organization or an operating agreement provide otherwise, a member of a limited liability company with perpetual existence has the right to voluntarily withdraw from such limited liability company at any time by giving thirty days prior written notice to…

A. A member ceases to be a member of a limited liability company upon the occurrence of one or more of the following events: (1) the member withdraws by voluntary act from a limited liability company whose articles of organization or operating agreement grants him the right to vo…

A. A limited liability company is dissolved upon the happening of any of the following events: (1) an event specified in the articles of organization or an operating agreement; (2) except as otherwise provided in the articles of organization or an operating agreement, upon the wr…

A. The exclusive right to use a name may be reserved by: (1) a person intending to organize a limited liability company and to adopt that name; (2) a limited liability company or a foreign limited liability company registered in New Mexico that intends to adopt that name; (3) a f…

On application by or for a member, a court may decree dissolution of a limited liability company whenever it is not reasonably practicable to carry on its business in conformity with its articles of organization or operating agreement. History: Laws 1993, ch. 280, § 40.

A. On the dissolution of a limited liability company, persons with authority pursuant to the provisions of Subsection A of Section 53-19-42 NMSA 1978 to wind up its business and affairs shall sign and deliver, to the office of the secretary of state for filing, articles of dissol…

A. Except as may be provided in the articles of organization or an operating agreement, the business and affairs of the limited liability company shall be wound up: (1) by one or more persons designated in writing by members holding a majority of the voting power of all members, …

A. Subject to Subsections C and D of this section, on and after dissolution of the limited liability company and until articles of dissolution shall have been filed with the commission [secretary of state], any manager of a limited liability company whose articles of organization…

In winding up the business and affairs of a limited liability company, its assets shall be applied or distributed, and its accounts settled, in the following order of priority: A. first, to payment or adequate provision for payment to creditors, excluding members who by reason of…

A. A dissolved limited liability company may dispose of the known claims against it by filing articles of dissolution pursuant to Section 53-19-41 NMSA 1978 and following the procedure described in this section. B. The dissolved limited liability company shall notify its known cl…

company. A. A dissolved limited liability company may publish notice of its dissolution pursuant to this section and request that persons with claims against the limited liability company present them in accordance with the notice. B. The notice shall: (1) be published one time i…

A. Subject to the constitution of New Mexico, the laws of the state or other jurisdiction under which a foreign limited liability company is organized shall govern its organization and internal affairs and the liability of its managers and members. B. A foreign limited liability …

Before transacting business in New Mexico, a foreign limited liability company shall register with the commission [secretary of state] by submitting an original signed application for registration as a foreign limited liability company, together with a copy, which may be a photoc…

If the commission [secretary of state] determines that the application for registration from a foreign limited liability company conforms to the provisions of the Limited Liability Company Act and all requisite fees have been paid, the commission [secretary of state] shall: A. en…

place of business. A. A limited liability company shall maintain in New Mexico: (1) a registered office that may be the same as the limited liability company's principal place of business; and (2) a registered agent for service of process on the limited liability company that is …

A foreign limited liability company may register with the commission [secretary of state] under any name, whether or not it is the name under which it is registered in the state or other jurisdiction of organization, as long as the name could be registered by a domestic limited l…

A. The application for registration of a foreign limited liability company may be amended by filing an amended certificate of registration with the commission [secretary of state] signed by a person with authority to do so under the laws of the state or other jurisdiction of its …

A. A foreign limited liability company authorized to transact business in New Mexico may cancel its registration by application to the secretary of state for a certificate of cancellation. The application for cancellation shall set forth: (1) the name of the foreign limited liabi…

A. A foreign limited liability company transacting business in New Mexico may not maintain an action, suit or proceeding in a court of New Mexico until it has registered in New Mexico. B. The failure of a foreign limited liability company to register in New Mexico does not: (1) i…

A. The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of the Limited Liability Company Act: (1) maintaining, defending or settling any proceeding; (2) holding meetings of its members or carrying…

Service of process in any action against a foreign limited liability company, whether or not registered in accordance with the provisions of the Limited Liability Company Act, shall be made in the manner prescribed by law and the New Mexico Rules of Civil Procedure. History: Laws…

The attorney general may maintain an action to recover civil penalties and restrain a foreign limited liability company from transacting business in New Mexico in violation of the Limited Liability Company Act. History: Laws 1993, ch. 280, § 56.

Suits may be brought by or against a limited liability company in its own name. History: Laws 1993, ch. 280, § 57.