reglab/housing_qa huggingface dataset:
NM Stat § 53-16-6 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-6 - Procedure after filing of statement of intent to dissolve.

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 its properties as are not to be distributed in kind to its shareholders, pay, satisfy and discharge its liabilities and obligations and do all other acts required to liquidate its business and affairs, and, after paying or adequately providing for the payment of all its obligations, distribute the remainder of its assets, either in cash or in kind, among its shareholders according to their respective rights and interests; and C. at any time during the liquidation of its business and affairs, may make application to a court of competent jurisdiction within the county in which the registered office or principal place of business of the corporation is situated, to have the liquidation continued under the supervision of the court as provided in the Business Corporation Act. History: 1953 Comp., § 51-29-6, enacted by Laws 1967, ch. 81, § 84. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. Compiler's notes. — This section is derived from Section 87 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 C.J.S. Corporations §§ 837 to 839.
NM Stat § 53-16-7 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-7 - Revocation of voluntary dissolution proceedings by 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 consent, a statement of revocation of voluntary dissolution proceedings shall be executed by the corporation by an authorized officer, which statement shall set forth: A. the name of the corporation; B. the names and respective addresses of its officers; C. the names and respective addresses of its directors; D. a copy of the written consent signed by all shareholders of the corporation revoking the voluntary dissolution proceedings; and E. that the written consent has been signed by all shareholders of the corporation or signed in their names by their authorized attorneys. History: 1953 Comp., § 51-29-7, enacted by Laws 1967, ch. 81, § 85; 2001, ch. 200, § 61. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. Compiler's notes. — This section is derived from Section 88 of the ABA Model Business Corporation Act. The 2001 amendment, effective July 1, 2001, in the introductory language, deleted the provision that the revocation of voluntary dissolution proceedings be executed in duplicate and substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles".
NM Stat § 53-16-9 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-9 - Filing statement of revocation of voluntary dissolution 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 state]. If the commission [secretary of state] finds that the statement conforms to law, it shall, when all fees have been paid: A. endorse on the original and copy the word "filed" and the month, day and year of the filing; B. file the original in its office; and C. return the file-stamped copy to the corporation or its representative. History: 1953 Comp., § 51-29-9, enacted by Laws 1967, ch. 81, § 87; 2001, ch. 200, § 63; 2003, ch. 318, § 40. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. Compiler's notes. — This section is derived from Section 90 of the ABA Model Business Corporation Act. The 2003 amendment, effective July 1, 2003, deleted "and franchise taxes" following "fees" near the end of the introductory paragraph. The 2001 amendment, effective July 1, 2001, deleted the provision that the statement of revocation of voluntary dissolution proceedings be executed in duplicate and changed the provisions of the section so that instead of explaining the procedures for processing duplicates, it explains procedures for processing the original and a copy of the original.
NM Stat § 53-16-10 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-10 - Effect of statement of revocation of voluntary dissolution 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 and the corporation may again carry on its business. History: 1953 Comp., § 51-29-10, enacted by Laws 1967, ch. 81, § 88. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. Compiler's notes. — This section is derived from Section 91 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — Reinstatement of repealed, forfeited, expired, or suspended corporate charter as validating interim acts of corporation, 42 A.L.R.4th 392.
NM Stat § 53-16-11 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-11 - Articles of dissolution.

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 distributed to its shareholders, articles of dissolution shall be executed by the corporation by an authorized officer, which statement shall set forth:A. the name of the corporation;B. that the secretary of state has previously filed a statement of intent to dissolve the corporation and the date on which the statement was filed;C. that all debts, obligations and liabilities of the corporation have been paid and discharged or that adequate provision has been made therefor;D. that all the remaining property and assets of the corporation have been distributed among its shareholders in accordance with their respective rights and interests; E. that there are no suits pending against the corporation in any court or that adequate provision has been made for the satisfaction of any judgment, order or decree that may be entered against it in any pending suit; andF. confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico. History: 1953 Comp., § 51-29-11, enacted by Laws 1967, ch. 81, § 89; 2001, ch. 200, § 64; 2019, ch. 159, § 3. ANNOTATIONSThe 2019 amendment, effective July 1, 2019, required articles of dissolution to include confirmation that the corporation has resigned as a registered agent or is not currently a registered agent for any entity registered in New Mexico; and added Subsection F.Compiler's notes. — This section is derived from Section 92 of the ABA Model Business Corporation Act. The 2001 amendment, effective July 1, 2001, deleted the provision that articles of dissolution be executed in duplicate and substituted "an authorized officer" for "its chairman of the board, president or vice president and by its secretary or assistant secretary and verified by one of the officers signing the articles". Pending lawsuit. — Nothing in the New Mexico Business Corporation Act suggests that the legislature intended that final claims have priority over contingent claims. Smith v. Cox, 1992-NMSC-029, 113 N.M. 682, 831 P.2d 981.
NM Stat § 53-16-12 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-12 - Filing of articles of dissolution.

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 corporation has complied with the Tax Administration Act [Chapter 7, Article 1 NMSA 1978] and has paid all contributions required by the Unemployment Compensation Law [Chapter 51 NMSA 1978], it shall, when all fees have been paid: (1) endorse on the original and copy the word "filed" and the month, day and year of the filing; (2) file the original in its office; and (3) issue a certificate of dissolution to which it shall affix the file-stamped copy. B. The certificate of dissolution, together with the file-stamped copy of the articles of dissolution affixed to it, shall be returned by the commission [secretary of state] to the representative of the dissolved corporation. Upon the issuance of the certificate of dissolution, the existence of the corporation shall cease, except for the purpose of suits, other proceedings and appropriate corporate action by shareholders, directors and officers as provided in the Business Corporation Act. History: 1953 Comp., § 51-29-12, enacted by Laws 1967, ch. 81, § 90; 2001, ch. 200, § 65; 2003, ch. 318, § 41. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. Compiler's notes. — This section is derived from Section 93 of the ABA Model Business Corporation Act. The 2003 amendment, effective July 1, 2003, deleted "and franchise taxes" following "fees" near the end of Subsection A. The 2001 amendment, effective July 1, 2001, deleted the provision that the articles of dissolution be executed in duplicate and changed the provisions of the section so that instead of explaining the procedures for processing duplicates, it explains procedures for processing the original and a copy of the original.
NM Stat § 53-16-13 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-13 - Involuntary dissolution.

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 abuse the authority conferred upon it by law. History: 1953 Comp., § 51-29-13, enacted by Laws 1967, ch. 81, § 91. ANNOTATIONSCompiler's notes. — This section is derived from Section 94 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2788 to 2827, 2879. Relief other than by dissolution in cases of intracorporate deadlock or dissension, 34 A.L.R.4th 13. Liability of shareholders, directors, and officers where corporate business is continued after its dissolution, 72 A.L.R.4th 419. 19 C.J.S. Corporations §§ 811 to 882.
NM Stat § 53-16-14 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-14 - Notification to attorney general.

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 [secretary of state] certifies the name of a corporation to the attorney general as having given cause for dissolution, the commission [secretary of state] shall concurrently mail to the corporation at its registered office a notice that the certification has been made. Upon the receipt of the certification, the attorney general shall file an action in the name of the state against the corporation for its dissolution. History: 1953 Comp., § 51-29-14, enacted by Laws 1967, ch. 81, § 92. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. Compiler's notes. — This section is derived from Section 95 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2817, 2819.
NM Stat § 53-16-15 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-15 - Venue and process.

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 publication to be made as in other civil cases in some newspaper published in the county where the registered office of the corporation is situated, containing a notice of the pendency of the action, the title of the court, the title of the action and the date on or after which default may be entered. The attorney general may include in one notice the names of any number of corporations against which actions are then pending in the same court. The attorney general shall cause a copy of the notice to be mailed to the corporation at its registered office within ten days after the first publication thereof. The certificate of the attorney general of the mailing of the notice is prima facie evidence thereof. The notice shall be published at least once each week for two successive weeks, and the first publication thereof may begin at any time after the summons has been returned. Unless a corporation has been served with summons, no default shall be taken against it earlier than thirty days after the first publication of the notice. History: 1953 Comp., § 51-29-15, enacted by Laws 1967, ch. 81, § 93. ANNOTATIONSCompiler's notes. — This section is derived from Section 96 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 C.J.S. Corporations § 841.
NM Stat § 53-16-18 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-18 - Qualifications of receivers.

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 sureties as the court may require. History: 1953 Comp., § 51-29-18, enacted by Laws 1967, ch. 81, § 96; 1975, ch. 64, § 39. ANNOTATIONSCompiler's notes. — This section is derived from Section 99 of the ABA Model Business Corporation Act. Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975). Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 C.J.S. Corporations § 773.
NM Stat § 53-16-19 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-19 - Filing of claims in liquidation proceedings.

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 court requires the filing of claims, it shall fix a date, which shall be not less than four months from the date of the order, as the last day for the filing of claims, and shall prescribe the notice that shall be given to creditors and claimants of the date so fixed. Prior to the date so fixed, the court may extend the time for the filing of claims. Creditors and claimants failing to file proofs of claim on or before the date so fixed may be barred, by order of court, from participating in the distribution of the assets of the corporation. History: 1953 Comp., § 51-29-19, enacted by Laws 1967, ch. 81, § 97. ANNOTATIONSCompiler's notes. — This section is derived from Section 100 of the ABA Model Business Corporation Act. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2862, 2863. 19 C.J.S. Corporations § 872.
NM Stat § 53-16-20 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-20 - Discontinuance of liquidation proceedings.

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 redeliver to the corporation all its remaining property and assets. History: 1953 Comp., § 51-29-20, enacted by Laws 1967, ch. 81, § 98. ANNOTATIONSCompiler's notes. — This section is derived from Section 101 of the ABA Model Business Corporation Act. Action to liquidate or dissolve. — A derivative action is authorized by 53-16-16 NMSA 1978 and the court is authorized to discontinue the liquidation or to dissolve the corporation under 53-16-21 NMSA 1978 and this section as is necessary to do justice to all involved. Prager v. Prager, 1969-NMSC-149, 80 N.M. 773, 461 P.2d 906.
NM Stat § 53-16-21 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-21 - Decree of involuntary dissolution.

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 shareholders, or in case its property and assets are not sufficient to satisfy and discharge the costs, expenses, debts and obligations, all the property and assets have been applied so far as they will go to their payment, the court shall enter a decree dissolving the corporation, whereupon the existence of the corporation shall cease. History: 1953 Comp., § 51-29-21, enacted by Laws 1967, ch. 81, § 99. ANNOTATIONSCompiler's notes. — This section is derived from Section 102 of the ABA Model Business Corporation Act. Action to liquidate or dissolve. — A derivative action is authorized by 53-16-16 NMSA 1978 and the court is authorized to discontinue the liquidation or to dissolve the corporation under 53-16-20 NMSA 1978 and this section as is necessary to do justice to all involved. Prager v. Prager, 1969-NMSC-149, 80 N.M. 773, 461 P.2d 906. Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2827, 2879. 19 C.J.S. Corporations § 849.
NM Stat § 53-16-22 (2021)
2021 New Mexico Statutes|Chapter 53 - Corporations|Article 16 - Business Corporations; Dissolution of Corporations|Section 53-16-22 - Filing of decree of dissolution.

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., § 51-29-22, enacted by Laws 1967, ch. 81, § 100. ANNOTATIONSBracketed material. — The bracketed material was inserted by the compiler and is not part of the law. Laws 2013, ch. 75, § 9 provided that as of July 1, 2013, the secretary of state, pursuant to N.M. const., Art. 11, § 19, shall assume responsibility for chartering corporations as provided by law, including the performance of the functions of the former corporations bureau of the public regulation commission, and that except for Subsection D of 53-5-8 NMSA 1978, references to the "public regulation commission", "state corporation commission" or "commission" shall be construed to be references to the secretary of state. See 8-4-7 NMSA 1978. Compiler's notes. — This section is derived from Section 103 of the ABA Model Business Corporation Act.