Chapter 53 — Chapter 53

A. An association shall, annually within sixty days of the close of its operations for that year, make a report of its condition sworn to by the president and the secretary, which report shall be filed with the public regulation commission [secretary of state]. The report shall s…

If an association fails to make a report within the required period of sixty days, the public regulation commission [secretary of state] shall, within sixty days from the expiration of the period, send the association a registered letter, directed to its principal office, stating…

An association may, at any regular or special meeting legally called, be directed to dissolve by a vote of two-thirds of the entire membership. By a vote of a majority of the members voting three of their number shall be designated as trustees, who shall, on behalf of the associa…

A. Only the following entities are entitled to use the term "cooperative" or an abbreviation or derivation of that term as part of their business names or to represent themselves as conducting business on a cooperative basis: (1) associations organized pursuant to the Cooperative…

An association shall not, directly or indirectly, use any of its funds, nor issue shares nor incur any indebtedness, for the payment of any promotion expenses or compensation for the organization of the association in excess of 5% of the amount paid in for the shares or membershi…

Any person, firm, corporation or association which maliciously and knowingly spreads false reports about the management or finances of any association shall be guilty of a misdemeanor and be subject to a fine of not less than one hundred dollars ($100.00) and not more than five h…

An association shall have the capacity to act possessed by natural persons and the authority to do anything required or permitted herein and also: A. to continue as a corporation for the time specified in its articles; B. to have a corporate seal and to alter the same at pleasure…

A group incorporated under another law of this state and operating on a cooperative basis may elect by a vote of two-thirds of the members voting to secure the benefits of and be bound by the provisions of the Cooperative Association Act and shall amend its articles and bylaws no…

A foreign corporation operating on a cooperative basis and complying with the applicable laws of the state in which it is organized is entitled to receive from the public regulation commission [secretary of state] a certificate authorizing it to do business in this state as a for…

No association, or method or act thereof which complies with these provisions shall be deemed a conspiracy or combination in restraint of trade or an illegal monopoly, or an attempt to lessen competition or fix prices arbitrarily, or to accomplish any improper or illegal purposes…

No law of this state conflicting or inconsistent herewith shall, to the extent of the conflict or inconsistency be construed as applicable to associations formed hereunder. History: Laws 1939, ch. 164, § 43; 1941 Comp., § 54-1443; 1953 Comp., § 51-15-43.

No law of this state subsequent to these provisions shall be construed as amending or repealing these provisions or any part thereof unless such amendment or repeal is expressly stated therein. History: Laws 1939, ch. 164, § 44; 1941 Comp., § 54-1444; 1953 Comp., § 51-15-44.

Associations formed under Chapter 53, Article 4 NMSA 1978 and foreign corporations admitted under Section 53-4-41 NMSA 1978 to do business in this state shall pay an annual license fee of twenty dollars ($20.00). History: Laws 1939, ch. 164, § 45; 1941 Comp., § 54-1445; 1953 Comp…

Articles of incorporation shall be signed by each of the incorporators and acknowledged by at least three of them, if natural persons, and by the presidents and the secretaries, if associations, before an officer authorized to take acknowledgments. Within the limitations set fort…

The articles of incorporation of the association shall be filed with the public regulation commission [secretary of state] together with a fee of fifty dollars ($50.00) and shall be recorded with the county clerk of the county where the principal office of the association is loca…

An association shall have and continuously maintain in New Mexico: A. a registered office, which may be the same as its principal office; and B. a registered agent that may be: (1) an individual resident in the state whose business office is identical with the registered office o…

A. An association may change its registered office or its registered agent, or both, by filing in the office of the public regulation commission [secretary of state] a statement that includes: (1) the name of the association; (2) the address of its registered office; (3) if the a…

The registered agent appointed by an association shall be an agent of the association upon whom any process, notice or demand required or permitted by law to be served upon the association may be served. Nothing in this section limits or affects the right for process, notice or d…

ANNOTATIONS Recompilations. — Laws 2001, ch. 200, § 26, relating to the cancellation of certification of incorporation of some domestic corporations, was erroneously compiled as 53-4-6.4 NMSA 1978. It was recompiled as 53-5-7.1 NMSA 1978.

A. Amendments to the articles of incorporation may be proposed by a two-thirds' vote of the board of directors or by petition of one-tenth of the association's members. Notice of the meeting to consider the amendment shall be sent by the secretary at least thirty days in advance …

By-laws [Bylaws] shall be adopted, amended, or repealed by a majority vote of the members voting. History: Laws 1939, ch. 164, § 8; 1941 Comp., § 54-1408; 1953 Comp., § 51-15-8.

The by-laws [bylaws] may, within the limitations set forth herein provide for: A. the method and terms of admission to membership and the disposal of members' interests on cessation of membership for any reason; B. the time, place and manner of calling and conducting meetings; C.…

Each association shall have the power to indemnify any director or officer or former director or officer of the association against reasonable expenses, costs and attorneys' fees actually and reasonably incurred by him in connection with the defense of any action, suit or proceed…

Chapter 53, Article 5 NMSA 1978 may be cited as the "Corporate Reports Act". History: 1953 Comp., § 51-21-1, enacted by Laws 1959, ch. 181, § 1; 1998, ch. 108, § 23.

ANNOTATIONS Repeals. — Laws 1993, ch. 318, § 6 repealed former 53-5-10 NMSA 1978, as enacted by Laws 1991, ch. 170, § 4, 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 boar…

A. Pursuant to rules that the secretary of state adopts to implement this section, a domestic or foreign corporation that is not exempted shall file in the office of the secretary of state within thirty days after the date on which its certificate of incorporation or its certific…

definitions. The public regulation commission [secretary of state] shall prepare and make available with appropriate corporate report forms a list of definitions of corporate and financial terms used in the annual corporate reports. History: 1953 Comp., § 51-21-3, enacted by Laws…

The following corporations shall be exempt from filing a report pursuant to the Corporate Reports Act: A. state banks or insurance companies incorporated under the laws of New Mexico; B. insurance companies which are incorporated under the laws of the United States, other states …

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

A. A corporation may, upon application to the public regulation commission [secretary of state] by the date upon which a report is required to be filed under the Corporate Reports Act, petition the commission [secretary of state] for an extension of time in which to file the requ…

A. A domestic corporation required to file an annual corporate report, as provided in the Corporate Reports Act, that fails to submit the report within the time prescribed for a reporting period shall incur a civil penalty of two hundred dollars ($200) in addition to the fee for …

commission [secretary of state] files. A domestic corporation whose certificate of incorporation has been canceled by the public regulation commission [secretary of state] pursuant to Section 53-5-7 NMSA 1978 shall be stricken from the files of the commission [secretary of state]…

furnish forms; release of information; penalty. A. The public regulation commission [secretary of state] may, upon application, furnish the necessary blank forms used in the preparation of the annual corporate reports. B. The public regulation commission [secretary of state] shal…

A. Whenever a corporation is no longer engaged in active business in this state or in carrying out the purposes of its incorporation, two of its shareholders, directors or officers may unite in signing a statement to that effect; the statement shall be filed with the public regul…

The purpose of this act [53-6-1 to 53-6-13 NMSA 1978] is to provide for the incorporation of an individual, or group of individuals, to render the same professional service to the public for which such individuals are required by law to be licensed or to obtain other legal author…

A. The articles of incorporation of any professional corporation shall provide for the purchase by the corporation, its shareholders, or any person duly licensed or authorized to render the service for which the corporation is organized, of all shares of its stock: (1) held by an…

If the articles of incorporation or the bylaws of a professional corporation fail to fix a price at which the corporation or its shareholders may purchase the shares of a deceased or disqualified shareholder, then the price for the shares shall be the book value of the shares as …

If any officer, shareholder, agent or employee of a professional corporation who has been rendering professional service to the public becomes legally disqualified to render the professional service within this state, or is elected to a public office that, pursuant to existing la…

A professional corporation shall consolidate or merge only with another domestic professional corporation organized to render the same specific professional service. History: 1953 Comp., § 51-22-13, enacted by Laws 1963, ch. 16, § 13; 1969, ch. 245, § 7.

The provisions of the Professional Corporation Act shall apply to all professional corporations chartered in New Mexico. Professional corporations heretofore incorporated shall be required to file any amendments to their articles of incorporation necessary to conform to the requi…

This act [53-6-1 to 53-6-13 NMSA 1978] may be cited as the "Professional Corporation Act". History: 1953 Comp., § 51-22-2, enacted by Laws 1963, ch. 16, § 2.

As used in this act [53-6-1 to 53-6-13 NMSA 1978]: A. "professional service" means any type of personal service to the public which requires, as a condition precedent to the rendering of such service, the obtaining of a license or other legal authorization and which, prior to the…

One or more individuals, each of whom is licensed to render a professional service, may incorporate a professional corporation for pecuniary profit and become shareholders therein in the manner provided in the Business Corporation Act [Chapter 53, Articles 11 to 18 NMSA 1978]. Th…

A professional corporation may be organized only for the purpose of rendering one specific type of professional service and services ancillary thereto and shall not engage in any business other than rendering the professional service which it was organized to render and services …

The corporate name of a professional corporation shall contain the words "limited," "chartered," "professional association" or "professional corporation" or shall contain an abbreviation of those words. History: 1953 Comp., § 51-22-6, enacted by Laws 1969, ch. 245, § 2.

agents. A professional corporation shall render professional services only through its officers, employees and agents who are duly licensed or otherwise legally authorized to render such professional services; provided, however, this section shall not be interpreted to include in…

The Professional Corporation Act does not modify the legal relationships, including confidential relationships, between a person performing professional services and the client or patient who receives such services; but the liability of shareholders shall be otherwise limited as …

Shares of stock of a professional corporation shall be issued and transferred only to persons who are duly licensed or legally authorized to render the professional service for which the corporation is organized, but such shares may be transferred: A. by operation of law to perso…

History: Laws 1983, ch. 312, § 1; 1998, ch. 108, § 24; repealed Laws 2005, ch. 184, § 2.

History: Laws 1983, ch. 312, § 2; repealed Laws 2005, ch. 184, § 2.