Chapter 53 — Chapter 53

Except as otherwise provided in the articles of organization or an operating agreement, a suit on behalf of the limited liability company may be brought in the name of the limited liability company by: A. any member of the limited liability company who is authorized to sue by the…

As used in Sections 53-19-59 through 53-19-62.3 NMSA 1978: A. "corporation" means an organization incorporated under the laws of New Mexico or a foreign corporation; B. "general partner" means a partner in a partnership and a general partner in a limited partnership; C. "limited …

A limited liability company may conduct or promote any lawful business or purpose. If the purpose for which a limited liability company is organized makes it subject to provisions of other laws, the limited liability company shall also be subject to such provisions. The duration …

partnership or limited partnership to limited liability company. A. A corporation, partnership or limited partnership may be converted to a limited liability company pursuant to this section. B. The terms and conditions of a conversion of a corporation, partnership or limited par…

company to corporation, partnership or limited partnership. A. A limited liability company may be converted to a corporation, partnership or limited partnership pursuant to this section. B. The terms and conditions of a conversion of a limited liability company to a corporation, …

A. A corporation, partnership, limited liability company or limited partnership that has been converted pursuant to Section 53-19-60 or 53-19-60.1 NMSA 1978 is for all purposes the same entity that existed before the conversion. B. When a conversion takes effect: (1) all property…

A. Pursuant to a plan of merger approved under Subsection C of this section, a limited liability company may be merged with or into one or more limited liability companies, foreign limited liability companies, corporations, foreign corporations, partnerships, foreign partnerships…

A. After approval of the plan of merger under Subsection C of Section 53-19-62 NMSA 1978, unless the merger is abandoned under Subsection D of Section 53-19-62 NMSA 1978, articles of merger must be signed on behalf of each limited liability company and other entity that is a part…

A. When a merger takes effect: (1) the separate existence of each limited liability company and other entity that is a party to the merger, other than the surviving entity, terminates; (2) all property owned by each of the limited liability companies and other entities that are p…

Sections 53-19-59 through 53-19-62.2 NMSA 1978 do not preclude an entity from being converted or merged under other law. History: 1978 Comp., § 53-19-62.3, enacted by Laws 1995, ch. 213, § 13.

The secretary of state shall charge and collect: A. for filing the original articles of organization and issuing a certificate of organization, fifty dollars ($50.00); B. for filing amended or restated articles of merger and issuing a certificate of amended or restated articles, …

Any person who is adversely affected by the failure or refusal of any person to execute or file any articles or other document to be filed pursuant to the Limited Liability Company Act may petition the court in the county where the registered office of the limited liability compa…

A. It is the policy of the Limited Liability Company Act to give maximum effect to the principle of freedom of contract and to the enforceability of operating agreements of limited liability companies. B. Unless displaced by particular provisions of the Limited Liability Company …

The commission [secretary of state] has the power and authority reasonably necessary to enable it to administer the Limited Liability Company Act efficiently and to perform the duties therein imposed upon it. History: Laws 1993, ch. 280, § 66.

A limited liability company may be revoked by the commission [secretary of state] if: A. the limited liability company has failed for a period of thirty days to appoint and maintain a registered agent as required by the Limited Liability Company Act; or B. the limited liability c…

A. A limited liability company administratively revoked pursuant to the Limited Liability Company Act may apply to the commission [secretary of state] for reinstatement within two years after the effective date of revocation. The application must: (1) recite the name of the limit…

If the commission [secretary of state] fails to approve any articles of organization, articles of amendment, articles of merger or consolidation or articles of dissolution or any other document required or permitted by the Limited Liability Company Act to be approved by the commi…

The commission [secretary of state] may issue a certificate of good standing and compliance for a limited liability company or foreign limited liability company registered to transact business in New Mexico. If the person requesting the issuance of any such certificate is the lim…

evidence. All certificates issued by the commission [secretary of state] in accordance with the provisions of the Limited Liability Company Act and all copies of documents filed in its office in accordance with the provisions of the Limited Liability Company Act, when certified b…

One or more persons may form a limited liability company by filing articles of organization with the commission [secretary of state]. The person or persons forming the limited liability company need not be members of the limited liability company. One or more persons may own and …

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: Laws 1993, ch. 28…

The provisions of the Limited Liability Company Act apply to all existing foreign limited liability companies which have obtained a certificate of authority to transact business in New Mexico issued pursuant to provisions of the Business Corporation Act [Chapter 53, Articles 11 t…

The provisions of the Limited Liability Company 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: Laws 1993, ch. 280, § 72.

The legislature reserves power to amend, repeal or modify all or any part of the Limited Liability Company Act at any time and such changes shall be binding upon all limited liability companies and foreign limited liability companies subject to the provisions of the Limited Liabi…

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 any documents filed with the commission [secretary of state]. History: Laws 1993, ch. 280, § 74…

The articles of organization shall set forth: A. a name for the limited liability company that satisfies the requirements of Section 53-19-3 NMSA 1978; B. the street address of the initial registered office and the name of the initial registered agent at that address and the stre…

A. The organizer or organizers of a limited liability company shall file with the commission [secretary of state]: (1) the signed original of the articles of organization, together with a duplicate copy, which may be either signed, photocopied or conformed; (2) the statement of t…

Chapter 53, Article 20 NMSA 1978 may be cited as the "Foreign Business Trust Registration Act". History: Laws 2001, ch. 200, § 83; 2015, ch. 66, § 12.

resignation of registered agent. A. A foreign business trust authorized to transact business in this state may change its registered office or change its registered agent, or both, upon filing with the public regulation commission [secretary of state] a statement setting forth: (…

A. The registered agent appointed by a foreign business trust authorized to transact business in this state shall be an agent of the foreign business trust upon whom may be served any process, notice or demand required or permitted by law to be served upon the foreign business tr…

A. A foreign business trust authorized to transact business in this state may withdraw from this state upon obtaining from the public regulation commission [secretary of state] a certificate of withdrawal. To obtain the certificate, the foreign business trust shall deliver to the…

A. An application of a foreign business trust for withdrawal shall be delivered to the public regulation commission [secretary of state]. If the commission [secretary of state] finds that the application meets the requirements of the Foreign Business Trust Registration Act, when …

A. The certificate of authority of a foreign business trust to transact business in this state may be revoked by the public regulation commission [secretary of state] pursuant to this section when: (1) the foreign business trust has failed to pay any fees prescribed by law when t…

A. Upon revoking a certificate of authority of a foreign business trust, the public regulation 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 foreign business trust at …

A. A foreign business trust transacting business in this state without a certificate of authority may not maintain a proceeding in any court in this state until it obtains a certificate of authority. B. The successor to a foreign business trust that transacted business in this st…

The secretary of state shall charge and collect from a foreign business trust for: A. filing a statement of change of address of registered office or change of registered agent, or both, twenty-five dollars ($25.00); B. filing an application of a foreign business trust for a cert…

As used in the Foreign Business Trust Registration Act: A. "business trust" means an entity engaged in a trade or business that is created by a declaration of trust that transfers property to trustees, to be held and managed by them for the benefit of persons holding certificates…

business; what constitutes not transacting business. A. A foreign business trust shall not transact business in this state unless it first obtains a certificate of authority from the public regulation commission [secretary of state]. A foreign business trust is not entitled to ob…

A. The name of a foreign business trust set forth in its certificate of trust shall be distinguishable from the name shown in the records of the public regulation commission [secretary of state] of any corporation, limited partnership, limited liability company, investment trust …

If a foreign business trust 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 foreign business trust shall be suspended, and it shall…

A. A foreign business trust, in order to obtain a certificate of authority to transact business in New Mexico, shall make application to the secretary of state. The application shall set forth: (1) the name of the foreign business trust and, if different, the name under which it …

A. If the public regulation commission [secretary of state] finds that the application for a certificate of authority meets the requirements of the Foreign Business Trust Registration Act and the requisite fees have been paid, it shall: (1) endorse on the original the word "filed…

If a statement in the application for certificate of authority of a foreign business trust was false when made or any arrangements or other facts described have changed, making the application inaccurate in any respect, the foreign business trust shall promptly file with the publ…

maintenance in state. A foreign business trust authorized to transact business in this state shall have and continuously maintain in this state: A. a registered office, which may be the same as its place of business in this state; and B. a registered agent, which may be either an…